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 JULY 28, 2005 PRELIMINARY PROSPECTUS SUPPLEMENT (TO ACCOMPANY PROSPECTUS DATED JULY 28, 2005) $3,379,890,000 (APPROXIMATE) (OFFERED CERTIFICATES) WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C20 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. (DEPOSITOR) YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-49 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 July 28, 2005. THE TRUST FUND: o As of August 11, 2005, the mortgage loans included in the trust fund will have an aggregate principal balance of approximately $3,663,837,892. o The trust fund will consist of a pool of 209 fixed rate mortgage loans. o The mortgage loans are secured by first liens on commercial and multifamily properties. o All of the mortgage loans were originated or acquired by Wachovia Bank, National Association, Artesia Mortgage Capital Corporation and CWCapital LLC. THE CERTIFICATES: o The trust fund will issue 32 classes of certificates. o Only the 16 classes of offered certificates described in the following table are being offered by this prospectus supple ment and the accompanying prospectus. <TABLE> ================================================================================================================================ ORIGINAL PERCENTAGE OF PASS-THROUGH EXPECTED S&P/ CERTIFICATE CUT-OFF DATE RATE ASSUMED FINAL MOODY'S/FITCH CLASS BALANCE(1) POOL BALANCE DESCRIPTION DISTRIBUTION DATE(2) CUSIP NO. RATING(3) - -------------------------------------------------------------------------------------------------------------------------------- Class A-1 .......... $ 85,000,000 2.320% Fixed June 15, 2010 AAA/Aaa/AAA Class A-2 .......... $ 148,096,000 4.042% Fixed July 15, 2010 AAA/Aaa/AAA Class A-3FL ........ $ 179,875,000(4) 4.909% Floating(5) July 15, 2010 AAA/Aaa/AAA(6) Class A-3FX ........ $ 179,875,000 4.909% Fixed July 15, 2010 AAA/Aaa/AAA Class A-4 .......... $ 225,000,000 6.141% Fixed August 15, 2010 AAA/Aaa/AAA Class A-5 .......... $ 121,177,000 3.307% Fixed December 15, 2011 AAA/Aaa/AAA Class A-6 .......... $ 268,951,000 7.341% Fixed August 15, 2012 AAA/Aaa/AAA Class A-PB ......... $ 175,888,000 4.801% Fixed April 15, 2015 AAA/Aaa/AAA Class A-7 .......... $ 861,941,000 23.526% Fixed(7) July 15, 2015 AAA/Aaa/AAA Class A-1A ......... $ 318,883,000 8.704% Fixed(7) July 15, 2015 AAA/Aaa/AAA Class A-MFL ........ $ 183,192,000(8) 5.000% Floating(9) July 15, 2015 AAA/Aaa/AAA(10) Class A-MFX ........ $ 183,192,000 5.000% Fixed(7) July 15, 2015 AAA/Aaa/AAA Class A-J .......... $ 274,788,000 7.500% Fixed(7) July 15, 2015 AAA/Aaa/AAA Class B ............ $ 77,856,000 2.125% Fixed(7) August 15, 2015 AA/Aa2/AA Class C ............ $ 27,479,000 0.750% Fixed(7) August 15, 2015 AA-/Aa3/AA- Class D ............ $ 68,697,000 1.875% WAC(11) August 15, 2015 A/A2/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. Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Nomura Securities International, Inc. are acting as co-managers for the offering. Wachovia Capital Markets, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Nomura Securities International, Inc. are required to purchase the offered certificates from us, subject to certain conditions. The underwriters will offer the offered certificates to the public from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Capital Markets, LLC and may sell offered certificates on behalf of Wachovia Capital Markets, LLC in certain jurisdictions. We expect to receive from this offering approximately % of the initial certificate balance of the offered certificates, plus accrued interest from August 1, 2005 (except, with respect to the Class A-3FL certificates and the Class A-MFL certificates, August 23, 2005), before deducting expenses. We expect that delivery of the offered certificates will be made in book-entry form on or about August 23, 2005. WACHOVIA SECURITIES Deutsche Bank Securities Goldman, Sachs & Co. Merrill Lynch & Co. NOMURA August , 2005 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-C20 GEOGRAPHIC OVERVIEW OF MORTGAGE POOL(1) [MAP OF UNITED STATES OMITTED] California(2) Maryland Michigan Tennessee 36 properties 6 properties 8 properties 9 properties $503,160,887 $106,742,000 $5,444,278 $14,257,073 13.7% of total 2.9% of total 0.1% of total 0.4% of total Southern California(2) Kentucky Florida Massachusetts 29 properties 2 properties 19 properties 15 properties $365,974,367 $398,025 $122,276,715 $103,123,734 10.0% of total 0.0% of total 3.3% of total 2.8% of total Northern California(2) New York South Carolina Maine 7 properties 20 properties 7 properties 2 properties $137,186,520 $301,665,233 $28,201,878 $2,959,774 3.7% of total 8.2% of total 0.8% of total 0.1% of total Washington New Jersey Georgia New Hampshire 9 properties 11 properties 9 properties 2 properties $44,125,765 $121,392,029 $350,839,782 $529,630 1.2% of total 3.3% of total 9.6% of total 0.0% of total Oregon Rhode Island Indiana Connecticut 3 properties 2 properties 10 properties 10 properties $6,731,696 $6,332,485 $65,101,763 $10,991,076 0.2% of total 0.2% of total 1.8% of total 0.3% of total Nevada Delaware Pennsylvania Iowa 4 properties 1 property 18 properties 1 property $42,352,120 $22,400,000 $36,139,617 $228,507 1.2% of total 0.6% of total 1.0% of total 0.0% of total Colorado District of Columbia Kansas South Dakota 9 properties 3 properties 9 properties 1 property $45,332,426 $58,321,576 $61,477,907 $7,492,599 1.2% of total 1.5% of total 1.7% of total 0.2% of total New Mexico Ohio North Carolina Minnesota 1 property 13 properties 13 properties 7 properties $245,134 $122,145,952 $59,669,227 $17,222,377 0.0% of total 3.3% of total 1.6% of total 0.5% of total Arizona Illinois Alabama Utah 7 properties 14 properties 7 properties 7 properties $102,067,077 $212,492,808 $16,141,755 $14,117,233 2.8% of total 5.8% of total 0.4% of total 0.4% of total Texas Wisconsin Mississippi Idaho 26 properties 4 properties 3 properties 3 properties $194,673,373 $3,143,137 $2,841,066 $662,259 5.3% of total 0.1% of total 0.1% of total 0.0% of total West Virginia Missouri Arkansas Oklahoma 1 property 8 properties 4 properties 3 properties $198,831 $18,612,510 $711,349 $898,476 0.0% of total 0.5% of total 0.0% of total 0.0% of total Virginia Nebraska Louisiana 31 properties 1 property 6 properties $810,391,259 $160,636 $21,424,856 22.1% of total 0.0% of total 0.6% of total MORTGAGED PROPERTIES BY PROPERTY TYPE [PIE CHART OMITTED] Office 38.4% Retail 23.9% Multifamily 9.0% Hospitality 7.6% Industrial 6.2% Special Purpose 5.6% Mixed Use 4.2% Self Storage 4.1% Healthcare 0.6% Parking Garage 0.3% 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. [ ] >20.0% of Cut-Off Date Pool Balance [ ] >10.0 - 20.0% of Cut-Off Date Pool Balance [ ] >1.0 - 10.0% of Cut-Off Date Pool Balance [ ] <1.0% of Cut-Off Date Pool Balance [PHOTO SHOWING AMERICASMART, ATLANTA GA OMITTED] [PHOTO SHOWING 60 HUDSON STREET, NEW YORK, NY OMITTED] [PHOTO SHOWING NGP RUBICON GSA PORTFOLIO, VARIOUS OMITTED] [PHOTO SHOWING MACON & BURLINGTON MALL POOL, VARIOUS OMITTED] [PHOTO SHOWING 1000 & 1100 WILSON, ARLINGTON VA OMITTED] [PHOTO SHOWING MILLENIUM PARK CHICAGO, CHICAGO, IL OMITTED] [PHOTO SHOWING PRENTIS POOL, MCLEAN, VA OMITTED] [PHOTO SHOWING EXTRASPACE PORTFOLIO, VARIOUS OMITTED] [PHOTO SHOWING 200 PULBIC SQUARE, CLEVELAND, OH OMITTED] [PHOTO SHOWING 1701 NORTH FORT MYER, ARLINGTON, VA OMITTED] 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-49 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-315 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 July 2042. See "DESCRIPTION OF THE CERTIFICATES--Assumed Final Distribution Date; Rated Final Distribution Date" and "RATINGS" in this prospectus supplement. (3) By each of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc., Moody's Investors Service, Inc. and Fitch, Inc. See "RATINGS" in this prospectus supplement. (4) The certificate balance of the Class A-3FL certificates will be equal to the certificate balance of the Class A-3FL regular interest. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement. (5) The pass-through rate applicable to the Class A-3FL certificates on each distribution date will be a per annum rate equal to LIBOR plus %. In addition, under certain circumstances described in this prospectus supplement, the pass-through rate applicable to the Class A-3FL certificates may convert to a fixed rate equal to % per annum. The initial LIBOR rate will be determined on August 19, 2005, and subsequent LIBOR rates will be determined two LIBOR business days before the start of the related interest accrual period. See "DESCRIPTION OF THE SWAP CONTRACTS--The Swap Contracts" and "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement. (6) The ratings assigned to the Class A-3FL certificates only reflect the receipt of a fixed rate of interest at a rate of % per annum. See "RATINGS" in this prospectus supplement. (7) The pass-through rate applicable to the Class A-7, Class A-1A, Class A-MFX, Class A-J, Class B and Class C certificates for any distribution date will be subject to a maximum rate equal to the applicable weighted average net mortgage rate for the related date. (8) 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 CONTRACTS" in this prospectus supplement. (9) 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 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 for the related date. The initial LIBOR rate will be determined on August 19, 2005, and subsequent LIBOR rates will be determined two LIBOR business days before the start of the related interest accrual period. See "DESCRIPTION OF THE SWAP CONTRACTS--The Swap Contracts" and "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement. (10) 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 for the related date. See "RATINGS" in this prospectus supplement. (11) The pass-through rate applicable to the Class D certificates for any distribution date will be equal to the applicable weighted average net mortgage rate for the related date, less %. S-2 TABLE OF CONTENTS <TABLE> SUMMARY OF PROSPECTUS SUPPLEMENT ................................................... S-5 OVERVIEW OF THE CERTIFICATES ....................................................... S-6 THE PARTIES ........................................................................ S-8 IMPORTANT DATES AND PERIODS ........................................................ S-11 THE CERTIFICATES ................................................................... S-12 THE MORTGAGE LOANS ................................................................. S-33 RISK FACTORS ....................................................................... S-49 DESCRIPTION OF THE MORTGAGE POOL ................................................... S-107 General ........................................................................... S-107 Mortgage Loan History ............................................................. S-109 Certain Terms and Conditions of the Mortgage Loans ................................ S-109 Certain State Specific Considerations ............................................. S-115 Assessments of Property Condition ................................................. S-115 Co-Lender Loans ................................................................... S-116 Mezzanine Loans ................................................................... S-124 Additional Mortgage Loan Information .............................................. S-124 Twenty Largest Mortgage Loans ..................................................... S-155 The Mortgage Loan Sellers ......................................................... S-212 Underwriting Standards ............................................................ S-212 Assignment of the Mortgage Loans; Repurchases and Substitutions ................... S-214 Representations and Warranties; Repurchases and Substitutions ..................... S-216 Repurchase or Substitution of Cross-Collateralized Mortgage Loans ................. S-219 Changes in Mortgage Pool Characteristics .......................................... S-220 SERVICING OF THE MORTGAGE LOANS .................................................... S-221 General ........................................................................... S-221 The Master Servicer and the Special Servicer ...................................... S-222 Servicing of the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan ........................................................... S-226 Additional Matters Relating to the NGP Rubicon GSA Pool Whole Loan ................ S-233 Servicing and Other Compensation and Payment of Expenses .......................... S-233 Modifications, Waivers and Amendments ............................................. S-235 The Controlling Class Representative .............................................. S-237 Defaulted Mortgage Loans; REO Properties; Purchase Option ......................... S-240 Inspections; Collection of Operating Information .................................. S-242 DESCRIPTION OF THE CERTIFICATES .................................................... S-243 General ........................................................................... S-243 Registration and Denominations .................................................... S-244 Certificate Balances and Notional Amounts ......................................... S-246 Pass-Through Rates ................................................................ S-249 Distributions ..................................................................... S-253 Subordination; Allocation of Losses and Certain Expenses .......................... S-269 P&I Advances ...................................................................... S-272 Appraisal Reductions .............................................................. S-276 Reports to Certificateholders; Available Information .............................. S-277 Assumed Final Distribution Date; Rated Final Distribution Date .................... S-283 Voting Rights ..................................................................... S-284 Termination ....................................................................... S-284 The Trustee ....................................................................... S-285 The Fiscal Agent .................................................................. S-286 </TABLE> S-3 <TABLE> DESCRIPTION OF THE SWAP CONTRACTS ......................................................... S-287 General .................................................................................. S-287 The Swap Contracts ....................................................................... S-288 The Class A-3FL and the Class A-MFL Swap Counterparty .................................... S-289 YIELD AND MATURITY CONSIDERATIONS ......................................................... S-291 Yield Considerations ..................................................................... S-291 Weighted Average Life .................................................................... S-295 USE OF PROCEEDS ........................................................................... S-303 MATERIAL FEDERAL INCOME TAX CONSEQUENCES .................................................. S-304 General .................................................................................. S-304 Taxation of the Offered Certificates ..................................................... S-304 Reporting and Other Administrative Matters ............................................... S-305 Taxation of the Swap Contract ............................................................ S-306 ERISA CONSIDERATIONS ...................................................................... S-308 LEGAL INVESTMENT .......................................................................... S-311 METHOD OF DISTRIBUTION .................................................................... S-311 LEGAL MATTERS ............................................................................. S-312 RATINGS ................................................................................... S-313 INDEX OF DEFINED TERMS .................................................................... S-315 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 A-6 Debt Service Payment Schedule for Monument I at WorldGate .................. A-6 ANNEX A-7 Debt Service Payment Schedule for Rapp Collins Worldwide ................... A-7 ANNEX A-8 Debt Service Payment Schedule for Tollway Office Center II ................. A-8 ANNEX A-9 Certain Information Regarding the U-Haul Portfolio Mortgaged Properties ................................................................. A-9 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 ....................................... D-1 </TABLE> 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-3FX, CLASS A-4, CLASS A-5, CLASS A-6, CLASS A-PB, CLASS A-7 AND CLASS A-1A CERTIFICATES AND THE CLASS A-3FL REGULAR INTEREST, 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 AUGUST 11, 2005, WITH RESPECT TO 169 MORTGAGE LOANS, AUGUST 1, 2005, WITH RESPECT TO 37 MORTGAGE LOANS, AUGUST 6, 2005, WITH RESPECT TO 1 MORTGAGE LOAN, AUGUST 7, 2005, WITH RESPECT TO 1 MORTGAGE LOAN AND AUGUST 10, 2005, WITH RESPECT TO 1 MORTGAGE LOAN), 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 ELEVEN (11) MORTGAGE LOANS, THE AMERICASMART MORTGAGE LOAN, THE NGP RUBICON GSA POOL MORTGAGE LOAN, THE 1000 & 1100 WILSON MORTGAGE LOAN, THE WESTFIELD SAN FRANCISCO CENTRE MORTGAGE LOAN, THE 101 AVENUE OF THE AMERICAS MORTGAGE LOAN AND THE U-HAUL PORTFOLIO MORTGAGE LOANS, ARE EACH PART OF A SPLIT LOAN STRUCTURE WHERE EACH COMPANION LOAN THAT IS PART OF THE RELATED SPLIT LOAN STRUCTURE IS PARI PASSU IN RIGHT OF ENTITLEMENT TO PAYMENT WITH THE RELATED MORTGAGE LOAN(S). 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 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-C20, 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 INITIAL WEIGHTED CASH FLOW EXPECTED BALANCE OR OF CUT-OFF PASS-THROUGH PASS- AVERAGE OR PRINCIPAL S&P/ NOTIONAL DATE POOL CREDIT RATE THROUGH LIFE WINDOW MOODY'S/FITCH CLASS AMOUNT(1) BALANCE SUPPORT DESCRIPTION RATE (YEARS)(2) (MON./YR.)(2) RATING(3) - ------------- ----------------- ---------- --------- -------------- --------- ------------- -------------- ---------------- Class A-1 ... $ 85,000,000 2.320% 30.000% Fixed % 2.88 09/05-06/10 AAA/Aaa/AAA Class A-2 ... $ 148,096,000 4.042% 30.000% Fixed % 4.88 06/10-07/10 AAA/Aaa/AAA Class A-3FL . $ 179,875,000(4) 4.909% 30.000% Floating(5) % 4.89 07/10-07/10 AAA/Aaa/AAA(6) Class A-3FX . $ 179,875,000 4.909% 30.000% Fixed % 4.89 07/10-07/10 AAA/Aaa/AAA Class A-4 ... $ 225,000,000 6.141% 30.000% Fixed % 4.93 07/10-08/10 AAA/Aaa/AAA Class A-5 ... $ 121,177,000 3.307% 30.000% Fixed % 6.08 07/11-12/11 AAA/Aaa/AAA Class A-6 ... $ 268,951,000 7.341% 30.000% Fixed % 6.90 07/12-08/12 AAA/Aaa/AAA Class A-PB .. $ 175,888,000 4.801% 30.000% Fixed % 7.45 08/10-04/15 AAA/Aaa/AAA Class A-7 ... $ 861,941,000 23.526% 30.000% Fixed(7) % 9.80 04/15-07/15 AAA/Aaa/AAA Class A-1A .. $ 318,883,000 8.704% 30.000% Fixed(7) % 8.90 09/05-07/15 AAA/Aaa/AAA Class A-MFL . $ 183,192,000(8) 5.000% 20.000% Floating(9) % 9.89 07/15-07/15 AAA/Aaa/AAA(10) Class A-MFX . $ 183,192,000 5.000% 20.000% Fixed(7) % 9.89 07/15-07/15 AAA/Aaa/AAA Class A-J ... $ 274,788,000 7.500% 12.500% Fixed(7) % 9.89 07/15-07/15 AAA/Aaa/AAA Class B ..... $ 77,856,000 2.125% 10.375% Fixed(7) % 9.96 07/15-08/15 AA/Aa2/AA Class C ..... $ 27,479,000 0.750% 9.625% Fixed(7) % 9.98 08/15-08/15 AA-/Aa3/AA- Class D ..... $ 68,697,000 1.875% 7.750% WAC (11) % 9.98 08/15-08/15 A/A2/A Class E .... $ 41,218,000 1.125% 6.625% WAC (12) % (13) (13) A-/A3/A- Class F .... $ 41,218,000 1.125% 5.500% WAC (12) % (13) (13) BBB+/Baa1/BBB+ Class G .... $ 32,059,000 0.875% 4.625% WAC (12) % (13) (13) BBB/Baa2/BBB Class H .... $ 41,218,000 1.125% 3.500% WAC (12) % (13) (13) BBB-/Baa3/BBB- Class J .... $ 22,899,000 0.625% 2.875% Fixed(7) % (13) (13) BB+/NR/BB+ Class K .... $ 13,739,000 0.375% 2.500% Fixed(7) % (13) (13) BB/NR/BB Class L .... $ 13,739,000 0.375% 2.125% Fixed(7) % (13) (13) BB-/NR/BB- Class M .... $ 9,160,000 0.250% 1.875% Fixed(7) % (13) (13) B+/NR/B+ Class N .... $ 9,160,000 0.250% 1.625% Fixed(7) % (13) (13) B/NR/B Class O .... $ 9,160,000 0.250% 1.375% Fixed(7) % (13) (13) B-/NR/B- Class P .... $ 50,377,891 1.375% 0.000% Fixed(7) % (13) (13) NR/NR/NR Class X-P .. $3,531,024,000 N/A N/A WAC-IO(14) % (14) (14) AAA/Aaa/AAA Class X-C .. $3,663,837,891 N/A N/A WAC-IO(14) % (14) (14) AAA/Aaa/AAA </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., Moody's Investors Service, Inc. and Fitch, Inc. See "RATINGS" in this prospectus supplement. (4) The certificate balance of the Class A-3FL certificates will be equal to the certificate balance of the Class A-3FL regular interest. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement. (5) The pass-through rate applicable to the Class A-3FL certificates on each distribution date will be a per annum rate equal to LIBOR plus %. In addition, under certain circumstances described in this prospectus supplement, the pass-through rate applicable to the Class A-3FL certificates may convert to a fixed rate equal to % per annum. The initial LIBOR rate will be determined on August 19, 2005, and subsequent LIBOR rates will be determined two LIBOR business days before the start of the related interest accrual period. See "DESCRIPTION OF THE SWAP CONTRACTS--The Swap Contracts" and "DESCRIPTION OF THE CERTIFICATES-- Distributions" in this prospectus supplement. S-6 (6) The ratings assigned to the Class A-3FL certificates only reflect the receipt of a fixed rate of interest at a rate of % per annum. See "RATINGS" in this prospectus supplement. (7) The pass-through rates applicable to the Class A-1A, Class A-7, Class A-MFX, Class A-J, Class B, Class C, Class J, Class K, Class L, Class M, Class N, Class O and Class P certificates for any distribution date will be subject to a maximum rate equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement) for that date. (8) 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 CONTRACTS" in this prospectus supplement. (9) 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 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 for the related date. The initial LIBOR rate will be determined on August 19, 2005, and subsequent LIBOR rates will be determined two LIBOR business days before the start of the related interest accrual period. See "DESCRIPTION OF THE SWAP CONTRACTS--The Swap Contracts" and "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement. (10) 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 for the related date. See "RATINGS" in this prospectus supplement. (11) The pass-through rate applicable to the Class D certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement) less %. (12) The pass-through rate applicable to the Class E, Class F, Class G and Class H certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement). (13) 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. (14) The Class X-C and Class X-P certificates are not offered by this prospectus supplement. Any information we provide in this prospectus supplement regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. The Class X-C and Class X-P certificates will not have certificate balances and their holders will not receive distributions of principal, but these holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class X-C or Class X-P certificates, as the case may be, as described in this prospectus supplement. The interest rates applicable to the Class X-C and Class X-P certificates for each distribution date will be as described in this prospectus supplement. See "DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus supplement. - -------- Offered certificates - -------- - -------- Private certificates - -------- S-7 THE PARTIES THE TRUST FUND................ The trust fund will be created on or about the closing date pursuant to a pooling and servicing agreement, dated as of August 1, 2005, by and among the depositor, the master servicer, the special servicer, the trustee and the fiscal agent. THE DEPOSITOR................. Wachovia Commercial Mortgage Securities, Inc. We are a wholly owned subsidiary of Wachovia Bank, National Association, which is one of the mortgage loan sellers, the Class A-3FL and Class A-MFL swap counterparties, the master servicer, the master servicer under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C19, under which the AmericasMart whole loan is serviced, and an affiliate of one of the underwriters. Our principal executive office is located at 301 South College Street, Charlotte, North Carolina 28288-0166 and our telephone number is (704) 374-6161. Neither we nor any of our affiliates have insured or guaranteed the offered certificates. For more detailed information, see "THE DEPOSITOR" in the accompanying prospectus. On the closing date, we will sell the mortgage loans and related assets to be included in the trust fund to the trustee to create the trust fund. THE ISSUER.................... The trust fund to be established under the pooling and servicing agreement. For more detailed information, see "DESCRIPTION OF THE CERTIFICATES" in this prospectus supplement and the accompanying prospectus. THE MORTGAGE LOAN SELLERS..... Wachovia Bank, National Association, Artesia Mortgage Capital Corporation and CWCapital LLC. For more information, see "DESCRIPTION OF THE MORTGAGE POOL--The Mortgage Loan Sellers" in this prospectus supplement. The mortgage loan sellers will sell and assign to us on the closing date the mortgage loans to be included in the trust fund. See "DESCRIPTION OF THE MORTGAGE POOL--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement. MORTGAGE LOANS BY MORTGAGE LOAN SELLER <TABLE> PERCENTAGE PERCENTAGE OF PERCENTAGE OF NUMBER OF AGGREGATE OF CUT-OFF CUT-OFF DATE CUT-OFF DATE MORTGAGE CUT-OFF DATE DATE POOL GROUP 1 GROUP 2 MORTGAGE LOAN SELLER LOANS BALANCE BALANCE BALANCE BALANCE - ------------------------------------- ----------- ----------------- ------------ --------------- -------------- Wachovia Bank, National Association . 135 $2,937,164,689 80.2% 80.2% 80.2% Artesia Mortgage Capital Corporation 37 405,073,522 11.1 10.9 13.2 CWCapital LLC ....................... 37 321,599,681 8.8 9.0 6.6 --- -------------- ----- ----- ----- TOTAL .............................. 209 $3,663,837,892 100.0% 100.0% 100.0% === ============== ===== ===== ===== </TABLE> S-8 THE MASTER SERVICER........... Wachovia Bank, National Association. Wachovia Bank, National Association is our affiliate, one of the mortgage loan sellers and an affiliate of one of the underwriters. The master servicer will be primarily responsible for collecting payments and gathering information with respect to the mortgage loans included in the trust fund and the companion loans which are not part of the trust fund; provided, however, the AmericasMart whole loan, the 101 Avenue of the Americas whole loan and the U-Haul Portfolio whole loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C19, the LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C3 and the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ6, respectively. The master servicer under the 2005-C19 pooling and servicing agreement is Wachovia Bank, National Association. The master servicer under the LB-UBS 2005-C3 pooling and servicing agreement is Wells Fargo Bank, National Association. The master servicer under the MSCI 2005-HQ6 pooling and servicing agreement is Wells Fargo Bank, National Association. See "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and the Special Servicer" in this prospectus supplement. THE SPECIAL SERVICER.......... Initially, CWCapital Asset Management 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; provided, however, the AmericasMart whole loan, the 101 Avenue of the Americas whole loan and the U-Haul Portfolio whole loan are specially serviced (during those periods where special servicing is required) under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C19, the LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C3 and the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ6, respectively. The special servicer under the 2005-C19 pooling and servicing agreement is Clarion Partners, LLC. The special servicer under the LB-UBS 2005-C3 pooling and servicing agreement is J.E. Robert Company, Inc. The special servicer under the MSCI 2005-HQ6 pooling and servicing agreement is CWCapital Asset Management LLC. Some holders of certificates (initially the holder of the Class P certificates with respect to each mortgage loan other than the AmericasMart whole loan, the 101 Avenue of the Americas whole loan, the Westfield San Francisco Centre S-9 whole loan and the U-Haul Portfolio whole loan) will have the right to replace the special servicer and to select a representative who may advise and direct the special servicer and whose approval is required for certain actions by the special servicer under certain circumstances; provided, however, with respect to the NGP Rubicon GSA Pool mortgage loan, the holder of the related pari passu companion loan will have the right to consent to any replacement of the special servicer. See "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and the Special Servicer" and "--The Controlling Class Representative" in this prospectus supplement. It is anticipated that Cadim TACH inc. or an affiliate 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................... LaSalle Bank National Association. 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 FISCAL AGENT.............. ABN AMRO Bank N.V., a Netherlands banking corporation and indirect corporate parent of the trustee. THE CLASS A-3FL SWAP COUNTERPARTY AND THE CLASS A-MFL SWAP COUNTERPARTY...... Wachovia Bank, National Association, one of the mortgage loan sellers, the master servicer, an affiliate of one of the underwriters and the master servicer under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Pass-Through Certificates, Series 2005-C19, under which the AmericasMart whole loan is serviced. The long term senior unsecured debt of Wachovia Bank, National Association is currently rated "Aa3", "A+" and "AA-" by Moody's Investors Service, Inc., Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Fitch, Inc., respectively. THE UNDERWRITERS.............. Wachovia Capital Markets, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Nomura Securities International, Inc. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Capital Markets, LLC and may sell offered certificates on behalf of Wachovia Capital Markets, LLC in certain jurisdictions. Wachovia Capital Markets, LLC is our affiliate and is an affiliate of Wachovia Bank, National S-10 Association, which is the master servicer, the Class A-3FL and Class A-MFL swap counterparties, one of the mortgage loan sellers and the master servicer under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C19, under which the AmericasMart whole loan is serviced. Wachovia Capital Markets, LLC is acting as sole lead manager for this offering. Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Nomura Securities International, Inc. are acting as co-managers for this offering. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the offered certificates. IMPORTANT DATES AND PERIODS CLOSING DATE.................. On or about August 23, 2005. CUT-OFF DATE.................. For 169 mortgage loans, representing 86.7% of the mortgage pool (142 mortgage loans in loan group 1 or 86.1% and 27 mortgage loans in loan group 2 or 93.4%), August 11, 2005; for 37 mortgage loans, representing 8.8% of the mortgage pool (33 mortgage loans in loan group 1 or 9.0% and 4 mortgage loans in loan group 2 or 6.6%), August 1, 2005; for 1 mortgage loan, representing 1.6% of the mortgage pool (1.8% of loan group 1), August 6, 2005; for 1 mortgage loan, representing 0.1% of the mortgage pool (0.1% of loan group 1), August 7, 2005 and for 1 mortgage loan, representing 2.7% of the mortgage pool (3.0% of loan group 1), August 10, 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 September 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 September 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 S-11 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 16 classes of certificates of our Commercial Mortgage Pass-Through Certificates, Series 2005-C20 pursuant to this prospectus supplement: Class A-1 Class A-2 Class A-3FL Class A-3FX Class A-4 Class A-5 Class A-6 Class A-PB Class A-7 Class A-1A Class A-MFL Class A-MFX Class A-J Class B Class C Class D PRIORITY OF DISTRIBUTIONS..... On each distribution date, the owners of the certificates will be entitled to distributions of payments or other collections on the mortgage loans that the master servicer collected or that the master servicer, the trustee and/or the fiscal agent 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-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 and Class A-1A certificates and the Class A-3FL regular interest, 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) 2 mortgage loans that are secured by multifamily properties; and o Loan group 2 will consist of 31 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: S-12 ---------------------------------------------- Interest, concurrently (i) pro rata, on the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB and Class A-7 certificates and the Class A-3FL regular interest from the portion of money available attributable to mortgage loans in loan group 1, (ii) on the Class A-1A certificates from the portion of money available attributable to mortgage loans in loan group 2, and (iii) pro rata, on the Class X-C and Class X-P certificates from any and all money attributable to the mortgage pool; provided, however, if on any distribution date, the money available on such distribution date is insufficient to pay in full the total amount of interest to be paid to any of the classes as described above, money available with respect to the entire mortgage pool will be allocated among all those classes pro rata. ---------------------------------------------- ---------------------------------------------- Principal of the Class A-PB certificates, up to the principal distribution amount related to loan group 1, until the certificate balance of the Class A-PB certificates is reduced to the planned principal balance set forth in the table on Annex D to this prospectus supplement, and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A certificates have been made, until the certificate balance of the Class A-PB certificates is reduced to the planned principal balance set forth in the table on Annex D to this prospectus supplement. ---------------------------------------------- ---------------------------------------------- After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB certificates as set forth in the priority immediately preceding, principal of the Class A-1 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A and Class A-PB 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 relating to loan group 1 to the Class A-PB and Class A-1 certificates as set forth in the immediately preceding priorities, principal of the Class A-2 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB and Class A-1 certificates have been made, until their certificate balance is reduced to zero. ---------------------------------------------- ---------------------------------------------- After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB, Class A-1 and Class A-2 certificates as set forth in the immediately preceding priorities, principal on the Class A-3FL regular interest and the Class A-3FX certificates, pro rata, 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-3FX certificates and the Class A-3FL regular interest 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-3FX certificates and the Class A-3FL regular interest have been made, until their certificate balance is reduced to zero. ---------------------------------------------- S-14 ---------------------------------------------- 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-3FX and Class A-4 certificates and the Class A-3FL regular interest 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-3FX and Class A-4 certificates and the Class A-3FL regular interest 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-3FX, Class A-4 and Class A-5 certificates and the Class A-3FL regular interest 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-3FX, Class A-4 and Class A-5 certificates and the Class A-3FL regular interest 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-3FX, Class A-4, Class A-5 and Class A-6 certificates and the Class A-3FL regular interest 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-3FX, Class A-4, Class A-5 and Class A-6 certificates and the Class A-3FL regular interest have been made, until their certificate balance is reduced to zero. ---------------------------------------------- S-15 ---------------------------------------------- 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-3FX, Class A-4, Class A-5 and Class A-6 certificates and the Class A-3FL regular interest as set forth in the immediately preceding priorities, principal of the Class A-7 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-3FX, Class A-4, Class A-5 and Class A-6 certificates and the Class A-3FL regular interest 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-PB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6 and Class A-7 certificates and the Class A-3FL regular interest have been reduced to zero, the principal distribution amount relating to loan group 1 remaining after payments to the Class A-PB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6 and Class A-7 certificates and the Class A-3FL regular interest have been made, until their certificate balance is reduced to zero. ---------------------------------------------- ---------------------------------------------- Reimbursement to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 and Class A-1A certificates and the Class A-3FL regular interest, pro rata, for any realized loss and trust fund expenses borne by such certificates or regular interest. ---------------------------------------------- ---------------------------------------------- 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, up to the principal distribution amount, until their respective certificate balances are reduced to zero. ---------------------------------------------- S-16 ---------------------------------------------- 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. ---------------------------------------------- ---------------------------------------------- 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. ---------------------------------------------- S-17 ---------------------------------------------- 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-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 and Class A-1A certificates and the Class A-3FL regular interest 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-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 and Class A-1A certificates and the Class A-3FL regular interest. See "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement. No companion loan will be part of the trust fund, and amounts received with respect to any companion loan will not be available for distributions to holders of any certificates. INTEREST...................... On each distribution date, each class of certificates (other than the Class A-3FL, Class A-MFL, Class Z, Class R-I and Class R-II certificates) and the Class A-3FL regular interest and the Class A-MFL regular interest will be entitled to receive: o for each class of these certificates and the Class A-3FL regular interest 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-3FL regular interest 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-3FL regular interest 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 S-18 in interest collections due to prepayments on mortgage loans included in the trust fund that are not offset by certain payments made by the master servicer; and o minus (other than in the case of the Class X-C and Class X-P certificates) that class' allocable share of any reduction in interest accrued on any mortgage loan as a result of a modification that reduces the related mortgage rate and allows the reduction in accrued interest to be added to the stated principal balance of the mortgage loan. As reflected in the chart under "--Priority of Distributions" above, so long as funds are sufficient on any distribution date to make distributions of all interest on that distribution date to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, Class A-1A, Class X-C and Class X-P certificates and the Class A-3FL regular interest, interest distributions on the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB and Class A-7 certificates and the Class A-3FL regular interest will be based upon amounts available relating to mortgage loans in loan group 1 and interest distributions on the Class A-1A certificates will be based upon amounts available relating to mortgage loans in loan group 2. 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-3FL, Class A-MFL, Class Z, Class R-I and Class R-II certificates) and the Class A-3FL regular interest 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-3FL certificates and 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-3FL certificates and the Class A-MFL certificates will accrue interest on the same basis as the Class A-3FL regular interest and the Class A-MFL regular interest, respectively. S-19 The interest accrual period with respect to any distribution date and any class of certificates (other than the Class A-3FL, Class A-MFL, Class Z, Class R-I and Class R-II certificates) and the Class A-3FL regular interest 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-3FL certificates and 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 related 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 Class A-3FL regular interest and the Class A-MFL regular interest, respectively. As reflected in the chart under "--Priority of Distributions" beginning on page S-12 above, on each distribution date, the trustee will distribute interest to the holders of the offered certificates and the Class X-C and Class X-P certificates: o first, pro rata, to the Class X-C certificates, Class X-P certificates, Class A-1 certificates, Class A-2 certificates, Class A-3FX certificates, Class A-4 certificates, Class A-5 certificates, Class A-6 certificates, Class A-PB certificates, Class A-7 certificates and Class A-1A certificates and the Class A-3FL regular interest as described above under "--Priority of Distributions", and then to each 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. S-20 The pass-through rate applicable to the Class X-C certificates and Class X-P certificates is described under "DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus supplement. The weighted average net mortgage rate for each distribution date is the weighted average of the net mortgage rates for the mortgage loans included in the trust fund as of the beginning of the related collection period, weighted on the basis of their respective stated principal balances immediately following the preceding distribution date; provided that, for the purpose of determining the weighted average net mortgage rate only, if the mortgage rate for any mortgage loan included in the trust fund has been modified in connection with a bankruptcy or similar proceeding involving the related borrower or a modification, waiver or amendment granted or agreed to by the special servicer, the weighted average net mortgage rate for that mortgage loan will be calculated without regard to that event. The net mortgage rate for each mortgage loan included in the trust fund will generally equal: o the mortgage interest rate in effect for that mortgage loan as of the closing date; minus o the applicable administrative cost rate, as described in this prospectus supplement. For the purpose of calculating the weighted average net mortgage rate, the mortgage rate of each mortgage loan will be deemed adjusted as described under "DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus supplement. The stated principal balance of each mortgage loan included in the trust fund will generally equal the principal balance of that mortgage loan as of the cut-off date, reduced as of any date of determination (to not less than zero) by: o the portion of the principal distribution amount for the related distribution date that is attributable to that mortgage loan; and o the principal portion of any realized loss incurred in respect of that mortgage loan during the related collection period. The stated principal balance of any mortgage loan as to which the mortgage rate is reduced through a modification may be increased in certain circumstances by the amount of the resulting interest reduction. See "DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus supplement. PRINCIPAL DISTRIBUTIONS....... On the closing date, each class of certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II S-21 certificates) will have the certificate balance set forth above under "OVERVIEW OF THE CERTIFICATES" and the Class A-3FL certificates and the Class A-MFL certificates will have a certificate balance equal to the certificate balance of the Class A-3FL regular interest and the Class A-MFL regular interest, respectively. The certificate balance for each class of certificates and the Class A-3FL regular interest 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-3FL regular interest 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. As reflected in the chart under "--Priority of Distributions" above: o generally, the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB and Class A-7 certificates and the Class A-3FL regular interest will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 1 until the certificate 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-7 certificates has been reduced to zero; provided, however, the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB and Class A-7 certificates and the Class A-3FL regular interest 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 S-22 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 interest 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 and 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; 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 be entitled to receive any payments of principal until the certificate balances of the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 and Class A-1A certificates and the Class A-3FL regular interest have all been reduced to zero; and o on any distribution date, distributions in reduction of the certificate balance of the Class A-3FL certificates and the Class A-MFL certificates will be made in an amount equal to the amount of principal distributed in respect of the Class A-3FL regular interest and the Class A-MFL regular interest, respectively. 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; and o all liquidation proceeds, insurance proceeds, condemnation awards and repurchase and substitution amounts received during the related collection period that are allocable to principal. S-23 For purposes of making distributions to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 and Class A-1A certificates and the A-3FL regular interest, 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, the trustee or the fiscal agent reimburses itself out of general collections on the mortgage pool for any advance that it or the special servicer has determined is not recoverable out of collections on the related mortgage loan and certain advances that are determined not to be reimbursed currently in connection with the work-out of a mortgage loan, then 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, prior to, in the case of nonrecoverable advances only, being deemed reimbursed out of payments and other collections of interest otherwise distributable on the offered certificates. SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES.. Credit support for any class of certificates (other than the Class Z certificates, Class R-I certificates and Class R-II certificates) is provided by the subordination of payments and allocation of any losses to such classes of certificates which have a later priority of distribution. However, no class of Class A certificates (other than the Class A-MFL, Class A-MFX and the Class A-J certificates) will be subordinate to any other class of Class A certificates. The certificate balance of a class of certificates (other than the Class X-C certificates, Class X-P certificates, Class Z certificates, Class R-I certificates 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. 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 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 as indicated on the following table. S-24 ORDER OF PERCENTAGE APPLICATION ORIGINAL OF CUT-OFF OF LOSSES CERTIFICATE DATE POOL AND CLASS DESIGNATION BALANCE BALANCE EXPENSES - --------------------------- --------------- ------------ ------------ Class A-1 ............... $ 85,000,000 2.320% 7 Class A-2 ............... $148,096,000 4.042% 7 Class A-3FL ............. $179,875,000 4.909% 7 Class A-3FX ............. $179,875,000 4.909% 7 Class A-4 ............... $225,000,000 6.141% 7 Class A-5 ............... $121,177,000 3.307% 7 Class A-6 ............... $268,951,000 7.341% 7 Class A-PB .............. $175,888,000 4.801% 7 Class A-7 ............... $861,941,000 23.526% 7 Class A-1A .............. $318,883,000 8.704% 7 Class A-MFL ............. $183,192,000 5.000% 6 Class A-MFX ............. $183,192,000 5.000% 6 Class A-J ............... $274,788,000 7.500% 5 Class B ................. $ 77,856,000 2.125% 4 Class C ................. $ 27,479,000 0.750% 3 Class D ................. $ 68,697,000 1.875% 2 Non-offered certificates (excluding the Class R-I, Class R-II, Class X-C, Class X-P and Class Z certificates) ..........S $283,947,891 7.750% 1 Any losses realized on the mortgage loans included in the trust fund or additional trust fund expenses allocated in reduction of the certificate balance of any class of sequential pay certificates 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-3FL, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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. In addition, while mortgage loan losses will not be directly allocated to the Class A-3FL certificates or Class A-MFL certificates, mortgage loan losses allocated to the Class A-3FL regular interest or the Class A-MFL regular interest will result in a corresponding decrease in the certificate balance of the Class A-3FL certificates or Class A-MFL certificates, as applicable, and any interest shortfalls suffered by the Class A-3FL regular interest or the Class A-MFL regular interest will reduce the amount of interest distributed on the Class A-3FL certificates or Class A-MFL certificates, as applicable. Any losses and expenses that are associated with each co-lender loan will be allocated in accordance with the S-25 related intercreditor agreement. Specifically, with regard to the mortgage loans with one or more pari passu companion loans, any losses and expenses that are associated with the whole loans will be allocated in accordance with the terms of the related intercreditor agreement, pro rata between the related mortgage loans (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 the related pari passu companion loans. Further, with regard to the mortgage loans with subordinate companion loans, any losses and expenses that are associated with the applicable whole loan will be allocated, in accordance with the terms of the related intercreditor agreement, generally, first, to the subordinate companion loan, and second, to the related mortgage loan. The portions of those losses and expenses that are allocated to the mortgage loans that are included in the trust fund will be allocated among the Series 2005-C20 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-3FL certificates and the Class A-MFL certificates), the Class A-3FL regular interest, the Class A-MFL regular interest and the 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-3FL certificates and the Class A-MFL certificates), the Class A-3FL regular interest, the Class A-MFL regular interest and the 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 S-26 o a fraction, the numerator of which is equal to the amount of principal distributable on that class of certificates on that distribution date, and the denominator of which is the principal distribution amount for that distribution date. If there is more than one class of certificates (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 related swap contract is in effect and there is no continuing payment default under the related swap contract, any prepayment premium or yield maintenance charge distributable in respect of the Class A-3FL regular interest or the Class A-MFL regular interest, respectively, will be payable to the related swap counterparty pursuant to the terms of the applicable swap contract. If the related swap contract is not in effect or if there is a continuing payment default related to the related swap contract, any yield maintenance charges allocable to the Class A-3FL regular interest or the Class A-MFL regular interest, respectively, will be paid to the holders of the Class A-3FL certificates and the Class A-MFL certificates, as applicable. 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 August 2012, 40.0% to the holders of the Class X-P certificates and 60.0% 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-3FL certificates and the Class A-MFL certificates), the Class A-3FL regular interest, the Class A-MFL regular interest and the Class E, Class F, Class G and Class H certificates will equal the yield (when compounded monthly) on the US Treasury issue with a maturity date closest to the maturity date for the prepaid mortgage loan or mortgage loan for which title to the related mortgaged property was acquired by the trust fund. o In the event that there are two or more such US Treasury issues with the same coupon, the issue with the lowest yield will be utilized; and o In the event that there are two or more such US Treasury issues with maturity dates equally close to the maturity date for the prepaid mortgage loan, the issue with the earliest maturity date will be utilized. S-27 EXAMPLES OF ALLOCATION OF PREPAYMENT PREMIUMS OR YIELD MAINTENANCE CHARGES Mortgage interest rate ......................... 8% Pass-through rate for applicable class ......... 6% Discount rate .................................. 5% ALLOCATION PERCENTAGE FOR ALLOCATION PERCENTAGE ALLOCATION PERCENTAGE APPLICABLE CLASS FOR CLASS X-P FOR CLASS X-C - --------------------- ----------------------- ---------------------- 6% - 5% = 33 1/3% (100% - 33 1/3%) x (100% - 33 1/3%) x -------- 8% - 5% 40% = 26 2/3% 60% = 40% See "DESCRIPTION OF THE CERTIFICATES-- Distributions--Allocation of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. ALLOCATION OF ADDITIONAL INTEREST........... On each distribution date, any additional interest collected in respect of a mortgage loan in the trust fund with an anticipated repayment date during the related collection period will be distributed to the holders of the Class Z certificates. 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. The master servicer will not be required to advance balloon payments due at maturity in excess of regular periodic payments, interest in excess of the mortgage loan's regular interest rate or prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred. If the master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that such advance would not be recoverable from proceeds of the related mortgage loan. If the trustee fails to make a required advance, the fiscal agent will be required to make the advance unless the fiscal agent determines that such advance would not be recoverable from proceeds of the related mortgage loan. Notwithstanding the foregoing, with respect to the AmericasMart mortgage loan, advances with respect to delinquent payments of principal and/or interest will be governed by the 2005-C19 pooling and servicing agreement under similar (although not identical) arrangements as described above with respect to the other mortgage loans included in the trust fund; provided that in the event that the master servicer under the 2005-C19 pooling and servicing agreement fails to make a required advance of delinquent principal and/or interest (i.e., an advance that is determined S-28 to be recoverable) with respect to the AmericasMart mortgage loan, the master servicer will be required to make that advance. See "DESCRIPTION OF THE CERTIFICATES--P&I Advances" in this prospectus supplement. These cash advances are only intended to maintain a regular flow of scheduled principal and interest payments on the certificates and are not intended to guarantee or insure against losses. In other words, the advances are intended to provide liquidity (rather than credit enhancement) to certificateholders. To the extent described in this prospectus supplement, the trust fund will pay interest to the master servicer, the trustee or the fiscal agent, as the case may be, on the amount of any principal and interest cash advance calculated at the prime rate (provided that no principal and/or interest cash advance shall accrue interest until after the expiration of any applicable grace or cure period for the related scheduled payment) and will reimburse the master servicer, the trustee or the fiscal agent for any principal and interest cash advances that are later determined to be not recoverable. Neither the master servicer, the trustee nor the fiscal agent will be required to make a principal and/or interest cash advance with respect to any subordinate companion loan. Additionally, neither the trustee nor the fiscal agent will be required to make an advance with respect to any companion loan. Neither the master servicer, the trustee nor the fiscal agent will be required to advance any amounts due to be paid by the related swap counterparty for a distribution to the Class A-3FL certificates or the Class A-MFL certificates or be liable for any breakage, termination or other costs owed by the trust fund to the related swap counterparty. See "DESCRIPTION OF THE CERTIFICATES--P&I Advances" in this prospectus supplement. OPTIONAL TERMINATION OF THE TRUST FUND................... The trust fund may be terminated when the aggregate principal balance of the mortgage loans included in the trust fund is less than 1.0% of the aggregate principal balance of the pool of mortgage loans included in the trust fund as of the cut-off date. See "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement and in the accompanying prospectus. The trust fund may also be terminated when the Class A-1, Class A-2, Class A-3FL, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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, Class R-I and Class R-II certificates) are held by a single certificateholder. See "DESCRIPTION OF THE CERTIFICATES--Termination" S-29 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-3FL, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, Class A-1A, 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 the trust fund ("REMIC I" and "REMIC II", each a "REMIC"). The offered certificates (other than the Class A-3FL certificates and the Class A-MFL certificates) and each of the Class A-3FL regular interest 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 REMIC I, and the Class R-II certificates will represent the residual interests in REMIC II. The Class A-3FL and 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 federal income tax purposes, which portion includes the Class A-3FL regular interest, the Class A-MFL regular interest, the Class A-3FL floating rate account, the Class A-MFL floating rate account and the beneficial interest of each such class in the related swap contract. In addition, 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 federal income tax purposes. The offered certificates (other than the Class A-3FL certificates and the Class A-MFL certificates) and the Class A-3FL regular interest 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 S-30 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 offered certificates (other than the Class A-3FL certificates and the Class A-MFL certificates) and the Class A-3FL regular interest and the Class A-MFL regular interest will be treated as having been issued [at a premium] 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-3FL Class A-3FX Class A-4 Class A-5 Class A-6 Class A-PB Class A-7 Class A-1A 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, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Nomura Securities International, Inc. by the US 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-3FL certificates or the Class A-MFL certificates should review the additional requirements for purchases of Class A-3FL certificates or the Class A-MFL certificates by plans, as discussed under "ERISA CONSIDERATIONS" in this prospectus supplement. S-31 LEGAL INVESTMENT.............. The offered certificates will not constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended ("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 Moody's Investors Service, Inc., Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Fitch, Inc. EXPECTED RATING CLASS FROM S&P/MOODY'S/FITCH ----------------------- ----------------------- Class A-1 ........... AAA/Aaa/AAA Class A-2 ........... AAA/Aaa/AAA Class A-3FL ......... AAA/Aaa/AAA Class A-3FX ......... AAA/Aaa/AAA Class A-4 ........... AAA/Aaa/AAA Class A-5 ........... AAA/Aaa/AAA Class A-6 ........... AAA/Aaa/AAA Class A-PB .......... AAA/Aaa/AAA Class A-7 ........... AAA/Aaa/AAA Class A-1A .......... AAA/Aaa/AAA Class A-MFL ......... AAA/Aaa/AAA Class A-MFX ......... AAA/Aaa/AAA Class A-J ........... AAA/Aaa/AAA Class B ............. AA/Aa2/AA Class C ............. AA-/Aa3/AA- Class D ............. A/A2/A The ratings on the offered certificates address the likelihood of timely receipt of interest and ultimate receipt of principal by the rated final distribution date by the holders of offered certificates. They do not address the likely actual rate of prepayments. The rate of prepayments, if different than originally anticipated, could adversely affect the yield realized by holders of the offered certificates. In addition, ratings adjustments may result from a change in the financial position of the trustee or the fiscal agent as back-up liquidity provider. With respect to the Class A-3FL certificates and the Class A-MFL certificates, Moody's Investors Service, Inc., Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Fitch, Inc. are only rating the receipt of interest up to the fixed per annum rate (with respect to the Class A-MFL certificates, subject to a maximum rate equal to the applicable weighted average net mortgage rate) applicable S-32 to the Class A-3FL regular interest and the Class A-MFL regular interest, respectively. The ratings of the Class A-3FL certificates and the 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 applicable swap counterparty or any interest rate reductions or increases contemplated in this prospectus supplement. The ratings of Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., do not address any shortfalls or delays in payment that investors in the Class A-3FL certificates and the Class A-MFL certificates may experience as a result of the conversion of the pass-through rate on the Class A-3FL certificates and the Class A-MFL certificates from a floating interest rate to a fixed rate. 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/room, loan-to-value ratios and debt service coverage ratios) with respect to the 4 mortgage loans with subordinate companion loans is calculated without regard to the related subordinate companion loans. Unless otherwise specified, in the case of mortgage loans with companion loans, the calculations of loan balance per square foot/room, loan-to-value ratios and debt service coverage ratios were based on the aggregate indebtedness of these mortgage loans and the related pari passu companion loans, if any (but not any subordinate companion loan). In addition, because the 6 mortgage loans comprising the U-Haul Portfolio mortgage loans (loan numbers 87, 95, 96, 100, 101 and 108) are each cross-collateralized and cross-defaulted with each other, the calculations of loan balance per square foot, loan-to-value ratios and debt service coverage ratios were based on the aggregate indebtedness of those mortgage loans and the related pari passu 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. S-33 <TABLE> ALL LOAN LOAN MORTGAGE GROUP GROUP LOANS 1 2 ------------------- ------------------- ----------------- Number of Mortgage Loans ..................... 209 178 31 Number of Crossed Loan Pools ..................... 9 9 0 Number of Mortgaged Properties ................ 385 354 31 Aggregate Balance of all Mortgage Loans ............ $ 3,663,837,892 $ 3,344,954,610 $ 318,883,282 Number of Mortgage Loans with Balloon Payments(1) ............... 132 104 28 Aggregate Balance of Mortgage Loans with Balloon Payments(1) ....... $ 1,990,066,093 $ 1,730,661,693 $ 259,404,400 Number of Mortgage Loans with Anticipated Repayment Date(2) ......... 5 5 0 Aggregate Balance of Mortgage Loans with Anticipated Repayment Date(2) ................... $ 88,748,187 $ 88,748,187 $ 0 Number of Fully Amortizing Mortgage Loans ..................... 2 1 1 Aggregate Balance of Fully Amortizing Mortgage Loans ............ $ 7,273,612 $ 1,494,730 $ 5,778,882 Number of Interest Only Mortgage Loans(3) ......... 70 68 2 Aggregate Balance of Interest Only Mortgage Loans(3) .................. $ 1,577,750,000 $ 1,524,050,000 $ 53,700,000 Average Mortgage Loan Balance ................... $ 17,530,325 $ 18,791,880 $ 10,286,557 Minimum Mortgage Loan Balance ................... $ 493,000 $ 493,000 $ 1,428,523 Maximum Mortgage Loan Balance ................... $ 204,416,548 $ 204,416,548 $ 28,500,000 Maximum Balance for a Group of Cross-Collateralized and Cross-Defaulted Mortgage Loans(4) ......... $ 100,000,000 $ 100,000,000 $ 0 Weighted average LTV ratio(5) .................. 71.2 % 71.2 % 71.6 % Minimum LTV ratio ........... 33.3 % 33.3 % 44.8 % Maximum LTV ratio ........... 80.0 % 80.0 % 80.0 % Weighted average LTV at Maturity or Anticipated Repayment Date(5) ......... 65.8 % 66.1 % 63.2 % Weighted Average DSCR(6) ................... 1.67 x 1.70 x 1.36 x Minimum DSCR ................ 1.20 x 1.20 x 1.20 x Maximum DSCR ................ 3.43 x 3.43 x 1.92 x Weighted Average Mortgage Loan Interest Rate ...................... 5.248% 5.253% 5.200% Minimum Mortgage Loan Interest Rate ............. 4.760% 4.780% 4.760% Maximum Mortgage Loan Interest Rate ............. 8.150% 8.150% 5.760% </TABLE> S-34 <TABLE> ALL LOAN LOAN MORTGAGE GROUP GROUP LOANS 1 2 ---------- ---------- ---------- Weighted Average Remaining Term to Maturity or Anticipated Repayment Date .......... 102 101 113 Minimum Remaining Term to Maturity or Anticipated Repayment Date (months) ........... 53 58 53 Maximum Remaining Term to Maturity or Anticipated Repayment Date (months) ........... 179 179 179 Weighted Average Occupancy Rate(7) ....... 94.4% 94.5% 93.1% </TABLE> ---------- (1) Does not include mortgage loans with anticipated repayment dates or that are interest-only for their entire term. (2) Does not include mortgage loans that are interest-only for their entire term. (3) Includes mortgage loans with anticipated repayment dates that are interest-only for the entire period until the anticipated repayment date. (4) Consists of a group of 15 individual mortgage loans (loan numbers 48, 76, 82, 93, 99, 105, 106, 114, 122, 123, 134, 153, 159, 191 and 199). (5) For purposes of determining the LTV ratio for 1 mortgage loan (loan number 74), representing 0.3% of the mortgage pool (0.3% of loan group 1), such ratio was adjusted by taking into account amounts available under certain letters of credit and/or cash reserves. In addition, with respect to certain mortgage loans, "as stabilized" appraised values (as defined in the related appraisal) were used as opposed to "as is" appraised values. (6) For purposes of determining the DSC ratios for 4 mortgage loans (loan numbers 79, 119, 164 and 172), representing 0.6% of the mortgage pool (2 mortgage loans in loan group 1 or 0.4% and 2 mortgage loans in loan group 2 or 2.9%), such ratio was adjusted by taking into account amounts available under certain letters of credit or in cash reserves. (7) Does not include 13 mortgage loans secured by hospitality properties, representing 7.6% of the mortgage pool (8.4% of loan group 1). In certain cases, occupancy includes space for which leases have been executed, but the tenant has not taken occupancy. SECURITY FOR THE MORTGAGE LOANS IN THE TRUST FUND............ Generally, all of the mortgage loans included in the trust fund are non-recourse obligations of the related borrowers. o No mortgage loan included in the trust fund is insured or guaranteed by any government agency or private insurer. o All of the mortgage loans included in the trust fund are secured by first lien fee mortgages and/or leasehold mortgages on commercial properties or multifamily properties. PROPERTY TYPES................ The following table describes the mortgaged properties securing the mortgage loans expected to be included in the trust fund as of the cut-off date: S-35 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 - ----------------------------------- ------------ ------------------ --------------- ----------------- ---------------- Office ............................ 56 $ 1,407,728,566 38.4% 42.1% 0.0% Retail ............................ 78 876,224,303 23.9 26.2 0.0 Retail -- Anchored ............... 56 796,160,531 21.7 23.8 0.0 Retail -- Unanchored ............. 19 65,479,108 1.8 2.0 0.0 Retail -- Shadow Anchored(2) ..... 3 14,584,664 0.4 0.4 0.0 Multifamily ....................... 33 329,322,482 9.0 0.3 100.0 Hospitality ....................... 13 279,359,671 7.6 8.4 0.0 Industrial ........................ 15 228,951,142 6.2 6.8 0.0 Special Purpose ................... 1 204,416,548 5.6 6.1 0.0 Mixed Use ......................... 4 154,125,654 4.2 4.6 0.0 Self Storage ...................... 179 148,918,540 4.1 4.5 0.0 Healthcare ........................ 5 22,790,986 0.6 0.7 0.0 Parking Garage .................... 1 12,000,000 0.3 0.4 0.0 --- ---------------- ----- ----- ----- 385 $ 3,663,837,892 100.0% 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) A mortgaged property is classified as shadow anchored if it is located in close proximity to an anchored retail property. S-36 [PIE CHART OMITTED] Office ............................ 38.4% Retail ............................ 23.9 Multifamily ....................... 9.0 Hospitality ....................... 7.6 Industrial ........................ 6.2 Special Purpose ................... 5.6 Mixed Use ......................... 4.2 Self Storage ...................... 4.1 Healthcare ........................ 0.6 Parking Garage .................... 0.3 GEOGRAPHIC CONCENTRATIONS..... The mortgaged properties are located throughout 44 states and the District of Columbia. The following table describes the number and percentage of mortgaged properties in states which have concentrations of mortgaged properties above 5.0%: MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) NUMBER OF AGGREGATE PERCENTAGE OF MORTGAGED CUT-OFF DATE CUT-OFF DATE STATE PROPERTIES BALANCE POOL BALANCE - ---------------------- ------------ ---------------- -------------- VA ................. 31 $ 810,391,259 22.1% CA ................. 36 503,160,887 13.7 Southern(2) ........ 29 365,974,367 10.0 Northern(2) ........ 7 137,186,520 3.7 GA ................. 9 350,839,782 9.6 NY ................. 20 301,665,233 8.2 IL ................. 14 212,492,808 5.8 TX ................. 26 194,673,373 5.3 Other .............. 249 1,290,614,549 35.2 --- -------------- ----- TOTAL .............. 385 $3,663,837,892 100.0% === ============== ===== ---------- (1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California. S-37 LOAN GROUP 1 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) PERCENTAGE OF NUMBER OF AGGREGATE CUT-OFF DATE MORTGAGED CUT-OFF DATE GROUP 1 STATE PROPERTIES BALANCE BALANCE - ---------------------- ------------ ---------------- -------------- VA ................. 31 $ 810,391,259 24.2% CA ................. 31 443,760,887 13.3 Southern(2) ...... 24 306,574,367 9.2 Northern(2) ...... 7 137,186,520 4.1 GA ................. 8 322,339,782 9.6 NY ................. 20 301,665,233 9.0 IL ................. 14 212,492,808 6.4 TX ................. 25 182,673,373 5.5 Other .............. 225 1,071,631,267 32.0 --- -------------- ----- TOTAL .............. 354 $3,344,954,610 100.0% === ============== ===== ---------- (1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California. LOAN GROUP 2 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) PERCENTAGE OF NUMBER OF AGGREGATE CUT-OFF DATE MORTGAGED CUT-OFF DATE GROUP 2 STATE PROPERTIES BALANCE BALANCE - ------------------ ------------ -------------- -------------- CA ............. 5 $ 59,400,000 18.6% Southern(2) .. 5 59,400,000 18.6 AZ ............. 2 43,200,000 13.5 NV ............. 2 32,700,000 10.3 GA ............. 1 28,500,000 8.9 KS ............. 1 24,000,000 7.5 DC ............. 1 23,850,000 7.5 FL ............. 4 17,365,916 5.4 Other .......... 15 89,867,366 28.2 -- ------------ ----- TOTAL .......... 31 $318,883,282 100.0% == ============ ===== ---------- (1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California. S-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 the 11th day of the month, except payments on 37 mortgage loans, representing 8.8% of the mortgage pool (33 mortgage loans in loan group 1 or 9.0% and 4 mortgage loans in loan group 2 or 6.6%), are due on the 1st day of the month, payments on 1 mortgage loan, representing 1.6% of the mortgage pool (1.8% of loan group 1) are due on the 6th day of each month, payments on 1 mortgage loan, representing 0.1% of the mortgage pool (0.1% of loan group 1) are due on the 7th day of each month and payments on 1 mortgage loan, representing 2.7% of the mortgage pool (3.0% of loan group 1) are due on the 10th day of each 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, 205 of the mortgage loans, representing 98.2% of the mortgage pool (174 mortgage loans in loan group 1 or 98.1% and all of the mortgage loans in loan group 2), accrue interest on an actual/360 basis, and 4 mortgage loans, representing 1.8% of the mortgage pool (1.9% of loan group 1), accrue interest on a 30/360 basis. Sixty-one (61) of the mortgage loans, representing 36.2% of the mortgage pool (45 mortgage loans in loan group 1 or 34.1% and 16 mortgage loans in loan group 2 or 58.2%), have periods during which only interest is due and periods in which principal and interest are due. Seventy (70) of the mortgage loans, representing 43.1% of the mortgage pool (68 mortgage loans in loan group 1 or 45.6% and 2 mortgage loans in loan group 2 or 16.8%), provide that only interest is due until maturity or the anticipated repayment date. The following tables set forth additional characteristics of the mortgage loans that we anticipate to be included in the trust fund as of the cut-off date: S-39 RANGE OF CUT-OFF DATE BALANCES <TABLE> PERCENTAGE OF PERCENTAGE OF NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE RANGE OF OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 CUT-OFF DATE BALANCES ($) LOANS BALANCE POOL BALANCE BALANCE BALANCE - ---------------------------------- ------------- ---------------- --------------- --------------- -------------- < 2,000,000 ...................... 11 $ 13,695,927 0.4% 0.3% 0.9% 2,000,001 -- 3,000,000 ........... 26 64,342,308 1.8 1.6 3.2 3,000,001 -- 4,000,000 ........... 21 76,050,486 2.1 2.2 1.1 4,000,001 -- 5,000,000 ........... 20 90,140,646 2.5 2.2 5.6 5,000,001 -- 6,000,000 ........... 17 92,120,505 2.5 2.2 5.3 6,000,001 -- 7,000,000 ........... 13 85,901,335 2.3 2.2 4.2 7,000,001 -- 8,000,000 ........... 8 59,856,479 1.6 1.6 2.3 8,000,001 -- 9,000,000 ........... 8 68,763,047 1.9 1.8 2.7 9,000,001 -- 10,000,000 .......... 7 66,758,419 1.8 2.0 0.0 10,000,001 -- 15,000,000 ......... 22 275,168,250 7.5 6.4 19.3 15,000,001 -- 20,000,000 ......... 17 284,936,477 7.8 7.5 10.5 20,000,001 -- 25,000,000 ......... 11 244,940,098 6.7 4.7 28.0 25,000,001 -- 30,000,000 ......... 4 110,034,000 3.0 1.7 16.8 30,000,001 -- 35,000,000 ......... 3 100,826,496 2.8 3.0 0.0 35,000,001 -- 40,000,000 ......... 2 76,313,000 2.1 2.3 0.0 40,000,001 -- 45,000,000 ......... 2 85,460,000 2.3 2.6 0.0 45,000,001 -- 50,000,000 ......... 1 48,000,000 1.3 1.4 0.0 55,000,001 -- 60,000,000 ......... 3 177,213,870 4.8 5.3 0.0 65,000,001 -- 70,000,000 ......... 1 67,100,000 1.8 2.0 0.0 80,000,001 - 204,416,548 ......... 12 1,576,216,548 43.0 47.1 0.0 ---- -------------- ----- ----- ----- TOTAL ........................... 209 $3,663,837,892 100.0% 100.0% 100.0% ==== ============== ===== ===== ===== </TABLE> RANGE OF MORTGAGE RATES <TABLE> PERCENTAGE OF PERCENTAGE OF NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 RANGE OF MORTGAGE RATES (%) LOANS BALANCE POOL BALANCE BALANCE BALANCE - ----------------------------- ------------- ----------------- --------------- --------------- -------------- 4.760 -- 5.249 .............. 80 $1,922,710,218 52.5% 52.0% 57.4% 5.250 -- 5.499 .............. 79 1,081,544,120 29.5 29.3 32.2 5.500 -- 5.749 .............. 31 389,926,818 10.6 10.8 8.9 5.750 -- 5.999 .............. 17 261,649,114 7.1 7.7 1.6 6.000 -- 6.249 .............. 1 3,794,357 0.1 0.1 0.0 8.000 -- 8.249 .............. 1 4,213,265 0.1 0.1 0.0 --- -------------- ----- ----- ----- TOTAL ...................... 209 $3,663,837,892 100.0% 100.0% 100.0% === ============== ===== ===== ===== </TABLE> S-40 RANGE OF UNDERWRITTEN DSC RATIOS* <TABLE> PERCENTAGE OF PERCENTAGE OF NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE RANGE OF OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 UNDERWRITTEN DSCRS (X) LOANS BALANCE POOL BALANCE BALANCE BALANCE - ------------------------ ------------- ----------------- --------------- --------------- -------------- 1.20 -- 1.24 ........... 25 $ 379,419,827 10.4% 7.1% 44.9% 1.25 -- 1.29 ........... 17 334,465,823 9.1 8.8 12.3 1.30 -- 1.34 ........... 20 176,773,588 4.8 5.2 1.1 1.35 -- 1.39 ........... 8 172,783,265 4.7 5.0 1.9 1.40 -- 1.44 ........... 28 195,732,894 5.3 5.4 4.7 1.45 -- 1.49 ........... 13 430,877,472 11.8 11.3 16.5 1.50 -- 1.54 ........... 12 260,231,376 7.1 7.6 2.1 1.55 -- 1.59 ........... 12 276,459,229 7.5 8.1 1.3 1.60 -- 1.64 ........... 15 196,307,375 5.4 5.4 4.6 1.65 -- 1.69 ........... 7 137,593,000 3.8 3.4 7.9 1.70 -- 1.74 ........... 11 321,094,540 8.8 9.6 0.0 1.75 -- 1.79 ........... 5 60,307,599 1.6 1.6 2.3 1.80 -- 1.84 ........... 3 91,800,000 2.5 2.7 0.0 1.85 -- 1.89 ........... 3 19,183,283 0.5 0.6 0.0 1.90 -- 1.94 ........... 2 13,498,368 0.4 0.4 0.5 1.95 -- 1.99 ........... 2 9,244,530 0.3 0.3 0.0 2.00 -- 2.04 ........... 9 26,538,000 0.7 0.8 0.0 2.05 -- 2.09 ........... 6 9,351,000 0.3 0.3 0.0 2.10 -- 2.14 ........... 1 5,077,662 0.1 0.2 0.0 2.15 -- 2.19 ........... 2 6,745,480 0.2 0.2 0.0 2.20 -- 2.24 ........... 2 25,151,961 0.7 0.8 0.0 2.25 -- 2.29 ........... 1 204,416,548 5.6 6.1 0.0 2.30 -- 3.43 ........... 5 310,785,074 8.5 9.3 0.0 --- -------------- ----- ----- ----- TOTAL ................. 209 $3,663,837,892 100.0% 100.0% 100.0% === ============== ===== ===== ===== </TABLE> * For purposes of determining the DSC ratios for 4 mortgage loans (loan numbers 79, 119, 164 and 172), representing 0.6% of the mortgage pool (2 mortgage loans in loan group 1 or 0.4% and 2 mortgage loans in loan group 2 or 2.9%), such ratio was adjusted by taking into account amounts available under certain letters of credit and/or in cash reserves. RANGE OF CUT-OFF DATE LTV RATIOS* <TABLE> PERCENTAGE OF PERCENTAGE OF NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE RANGE OF OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 CUT-OFF DATE LTV RATIOS (%) LOANS BALANCE POOL BALANCE BALANCE BALANCE - ----------------------------- ------------- ---------------- --------------- --------------- -------------- 30.01 -- 35.00 .............. 1 $ 6,492,929 0.2% 0.2% 0.0% 35.01 -- 40.00 .............. 1 1,692,145 0.0 0.1 0.0 40.01 -- 50.00 .............. 7 18,092,285 0.5 0.4 1.6 50.01 -- 55.00 .............. 7 105,786,158 2.9 3.0 1.8 55.01 -- 60.00 .............. 9 471,684,850 12.9 13.9 1.8 60.01 -- 65.00 .............. 29 250,375,593 6.8 6.5 10.4 65.00 -- 70.00 .............. 31 544,277,592 14.9 13.5 28.6 70.01 -- 75.00 .............. 47 751,108,294 20.5 20.5 20.2 75.01 -- 80.00 .............. 77 1,514,328,046 41.3 41.9 35.6 -- -------------- ----- ----- ----- TOTAL ...................... 209 $3,663,837,892 100.0% 100.0% 100.0% === ============== ===== ===== ===== </TABLE> * For purposes of determining the LTV ratio for 1 mortgage loan (loan number 74), representing 0.3% of the mortgage pool (0.3% of loan group 1), such ratio was adjusted by taking into account amounts available under certain letters of credit or in cash reserves. In addition, with respect to certain mortgage loans, "as stabilized" appraised values (as defined in the related appraisal) were used as opposed to "as is" appraised values. S-41 RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE* <TABLE> PERCENTAGE OF PERCENTAGE OF NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE RANGE OF REMAINING OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 TERMS (MONTHS) LOANS BALANCE POOL BALANCE BALANCE BALANCE - -------------------- ------------- ---------------- --------------- --------------- -------------- 0 -- 60 ............ 40 $ 760,902,727 20.8% 21.8% 9.7% 61 -- 84 ........... 20 412,383,676 11.3 12.2 1.6 85 -- 108 .......... 3 38,294,357 1.0 1.1 0.0 109 -- 120 ......... 143 2,442,892,970 66.7 64.7 86.9 121 -- 156 ......... 1 2,090,550 0.1 0.1 0.0 169 -- 180 ......... 2 7,273,612 0.2 0.0 1.8 --- -------------- ----- ----- ----- TOTAL ............. 209 $3,663,837,892 100.0% 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> PERCENTAGE OF PERCENTAGE OF NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 AMORTIZATION TYPE LOANS BALANCE POOL BALANCE BALANCE BALANCE - -------------------------------------------- ------------- ----------------- --------------- --------------- -------------- Interest-only .............................. 46 $1,279,941,000 34.9% 37.4% 8.9% Interest-only, Amortizing Balloon* ......... 58 1,249,729,000 34.1 31.8 58.2 Amortizing Balloon ......................... 74 740,337,093 20.2 19.9 23.1 Interest-only, ARD ......................... 24 297,809,000 8.1 8.1 7.9 Interest-only, Amortizing ARD* ............. 3 76,200,000 2.1 2.3 0.0 Amortizing ARD ............................. 2 12,548,187 0.3 0.4 0.0 Fully Amortizing ........................... 2 7,273,612 0.2 0.0 1.8 -- -------------- ----- ----- ----- TOTAL ..................................... 209 $3,663,837,892 100.0% 100.0% 100.0% === ============== ===== ===== ===== </TABLE> - ---------- * These mortgage loans require payments of interest-only for a period of 12 to 60 months from origination prior to the commencement of payments of principal and interest with respect to the mortgage pool and loan group 1 and a period of 20 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/ S-42 360 basis," there will be less amortization, absent prepayments, of the principal balance during the term of the related mortgage loan, resulting in a higher final payment on such mortgage loan. This will occur even if a mortgage loan is a "fully amortizing" mortgage loan. See "DESCRIPTION OF THE MORTGAGE POOL-- Certain Terms and Conditions of the Mortgage Loans" in this prospectus supplement. PREPAYMENT RESTRICTIONS....... All of the mortgage loans included in the trust fund restrict or prohibit voluntary prepayments of principal in some manner for some period of time. TYPES OF PREPAYMENT RESTRICTIONS <TABLE> PERCENTAGE OF PERCENTAGE OF NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 PREPAYMENT RESTRICTION TYPE LOANS BALANCE POOL BALANCE BALANCE BALANCE - ------------------------------------------ ------------- ----------------- --------------- --------------- -------------- Prohibit prepayment for most of the term of the mortgage loan; but permit defeasance after a date specified in the related mortgage note for most or all of the remaining term* ......................... 164 $2,360,543,767 64.4% 63.8% 71.1% Impose a yield maintenance charge for most or all of the remaining term* ................................... 10 598,913,000 16.3 17.1 8.9 Prohibit prepayment for most of the term of the mortgage loan; but permit defeasance or impose a yield maintenance charge for most of the remaining term at the borrowers option* ....................... 16 255,831,000 7.0 7.6 0.0 Prohibit prepayment until a date specified in the related mortgage note and then impose a yield maintenance charge for most of the remaining term* ......................... 17 235,642,482 6.4 5.1 20.0 Impose a yield maintenance charge until a date specified; and then permit defeasance for most of the remaining term* ......................... 1 204,416,548 5.6 6.1 0.0 Prohibit prepayment until a date specified in the related mortgage note; and permit defeasance before imposing a prepayment premium for most of the remaining term* ......... 1 8,491,094 0.2 0.3 0.0 --- -------------- ----- ----- ----- TOTAL ................................... 209 $3,663,837,892 100.0% 100.0% 100.0% === ============== ===== ===== ===== </TABLE> - ---------- * For the purposes hereof, "remaining term" refers to either remaining term to maturity or anticipated repayment date, as applicable. S-43 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.................... One hundred eighty-two (182) of the mortgage loans included in the trust fund as of the cut-off date, representing 77.2% of the mortgage pool (156 mortgage loans in loan group 1 or 77.8% and 26 of the mortgage loans in loan group 2 or 71.1%), permit the borrower, under certain conditions, to substitute United States government obligations as collateral for the related mortgage loans (or a portion thereof) following their respective lock-out or yield maintenance periods. Upon substitution, the related mortgaged property (or, in the case of a mortgage loan secured by multiple mortgaged properties, one or more of such mortgaged properties) will no longer secure the related mortgage loan. The payments on the defeasance collateral are required to be at least equal to an amount sufficient to make, when due, all payments on the related mortgage loan or allocated to the related mortgaged property; provided that in the case of certain mortgage loans, these defeasance payments may cease at the beginning of the open prepayment period with respect to that mortgage loan, and the final payment on the defeasance collateral would fully prepay the mortgage loan. Defeasance may not occur prior to the second anniversary of the issuance of the certificates. See "DESCRIPTION OF THE MORTGAGE POOL--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus supplement. TWENTY LARGEST MORTGAGE LOANS................ The following table describes certain characteristics of the twenty largest mortgage loans or groups of cross collateralized mortgage loans in the trust fund by aggregate principal balance as of the cut-off date. With respect to the loans referred to as the AmericasMart mortgage loan, the NGP Rubicon GSA Pool mortgage loan, the 1000 & 1100 Wilson mortgage loan, the Westfield San Francisco Centre mortgage loan, the 101 Avenue of the Americas mortgage loan and the U-Haul Portfolio mortgage loans, in the immediately S-44 following table, the loan balance per square foot, the debt service coverage ratio and the loan to value ratios set forth in such table, in each case, are based on the aggregate combined principal balance or combined debt service, as the case may be, of each of the AmericasMart mortgage loan, the NGP Rubicon GSA Pool mortgage loan, the 1000 & 1100 Wilson mortgage loan, the Westfield San Francisco Centre mortgage loan, the 101 Avenue of the Americas mortgage loan and the U-Haul Portfolio mortgage loans, as the case may be, and the related pari passu companion loan(s). No companion loan is included in the trust fund. For more information on the twenty largest mortgage loans in the trust fund, see "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans" in this prospectus supplement. S-45 <TABLE> NUMBER OF MORTGAGE LOANS / % OF % OF MORTGAGE NUMBER OF CUT-OFF INITIAL LOAN LOAN MORTGAGED LOAN DATE POOL GROUP LOAN NAME SELLER PROPERTIES GROUP BALANCE(1) BALANCE BALANCE - -------------------------------- ----------- ------------ ------- ----------------- --------- --------- AmericasMart A-2 ............... Wachovia 1/1 1 $ 204,416,548 5.6% 6.1% NGP Rubicon GSA Pool ........... Artesia 1/14 1 194,500,000 5.3 5.8% 1000 & 1100 Wilson ............. Wachovia 1/1 1 182,500,000 5.0 5.5% 60 Hudson Street ............... Wachovia 1/1 1 160,000,000 4.4 4.8% Macon & Burlington Mall Pool .......................... Wachovia 1/2 1 141,200,000 3.9 4.2% Millennium Park Plaza .......... Wachovia 1/1 1 140,000,000 3.8 4.2% 200 Public Square .............. Wachovia 1/1 1 115,000,000 3.1 3.4% Extra Space Portfolio .......... Wachovia 15/15 1 100,000,000 2.7 3.0% Prentiss Pool .................. Wachovia 1/2 1 100,000,000 2.7 3.0% 1701 North Fort Myer ........... Wachovia 1/1 1 $ 86,500,000 2.4 2.6% ------ -------------- ---- 24/39 $1,424,116,548 38.9% ====== ============== ==== The Forum at Carlsbad .......... Wachovia 1/1 1 $ 85,000,000 2.3% 2.5% 1101 Wilson .................... Wachovia 1/1 1 84,500,000 2.3 2.5% Marriott - Los Angeles, CA ..... Wachovia 1/1 1 82,600,000 2.3 2.5% 1400 Key & 1401 Wilson ......... Wachovia 1/1 1 67,100,000 1.8 2.0% Westfield San Francisco Centre ........................ Wachovia 1/1 1 60,000,000 1.6 1.8% 101 Avenue of the Americas ..... Wachovia 1/1 1 59,813,870 1.6 1.8% Renaissance Worthington Hotel ......................... Wachovia 1/1 1 57,400,000 1.6 1.7% 1501 & 1515 Wilson ............. Wachovia 1/1 1 48,000,000 1.3 1.4% U-Haul Portfolio ............... CWCapital 6/161 1 44,937,023 1.2 1.3% Evansville Pavilion ............ Wachovia 1/1 1 43,760,000 1.2 1.3% ------ -------------- ---- 15/170 $ 633,110,892 17.3% ------ -------------- ---- 39/209 $2,057,227,441 56.1% ====== ============== ==== WEIGHTED WEIGHTED LOAN AVERAGE AVERAGE WEIGHTED BALANCE PER WEIGHTED CUT-OFF LTV RATIO AVERAGE PROPERTY SF/ AVERAGE DATE LTV AT MATURITY MORTGAGE LOAN NAME TYPE ROOM(2) DSCR(2) RATIO(2) OR ARD(2) RATE - -------------------------------- ---------------------------- ------------- ---------- ---------- ------------- ----------- AmericasMart A-2 ............... Special Purpose - $ 100 2.28x 56.0% 47.2% 5.720% Merchandise Mart NGP Rubicon GSA Pool ........... Various $ 130 1.27x 79.9% 74.2% 5.460% 1000 & 1100 Wilson ............. Office - Suburban $ 341 1.48x 73.9% 73.9% 4.970% 60 Hudson Street ............... Office - CBD $ 152 3.43x 55.2% 55.2% 5.000% Macon & Burlington Mall Pool .......................... Retail - Anchored $ 119 1.37x 80.0% 69.0% 5.780% Mixed Use - Millennium Park Plaza .......... Multifamily/Office $ 194 1.56x 80.0% 80.0% 5.130% 200 Public Square .............. Office - CBD $ 97 1.71x 75.7% 71.3% 5.180% Extra Space Portfolio .......... Self Storage $ 91 1.69x 77.5% 77.5% 5.260% Prentiss Pool .................. Office - Suburban $ 217 1.22x 79.9% 70.4% 4.840% 1701 North Fort Myer ........... Office - Suburban $ 308 1.54x 75.9% 75.9% 4.970% 1.80X 72.2% 68.0% 5.272% The Forum at Carlsbad .......... Retail - Anchored $ 322 1.72x 68.8% 68.8% 4.810% 1101 Wilson .................... Office - Suburban $ 255 1.46x 69.8% 69.8% 4.970% Marriott - Los Angeles, CA ..... Hospitality - Full Service $ 82,271 2.74x 63.4% 63.4% 5.300% 1400 Key & 1401 Wilson ......... Office - Suburban $ 187 1.83x 69.2% 69.2% 4.970% Westfield San Francisco Centre ........................ Retail - Anchored $ 241 2.47x 53.1% 53.1% 4.780% 101 Avenue of the Americas ..... Office - CBD $ 364 1.70x 59.8% 54.0% 5.339% Renaissance Worthington Hotel ......................... Hospitality - Full Service $113,889 1.67x 70.0% 63.8% 5.400% 1501 & 1515 Wilson ............. Office - Suburban $ 197 1.60x 73.8% 73.8% 4.970% U-Haul Portfolio ............... Self Storage $ 70 1.42x 74.0% 56.6% 5.520% Evansville Pavilion ............ Retail - Anchored $ 160 1.21x 80.0% 71.2% 5.090% 1.83X 67.6% 64.6% 5.095% 1.81X 70.8% 67.0% 5.218% </TABLE> - -------- (1) In the case of a concentration of cross-collateralized mortgage loans, the aggregate principal balance. (2) Each of the AmericasMart mortgage loan, the NGP Rubicon GSA Pool mortgage loans, the 1000 & 1100 Wilson mortgage loan, the Westfield San Francisco Centre mortgage loan, the 101 Avenue of the Americas mortgage loan and the U-Haul Portfolio mortgage loans are part of a split loan structure that includes one or more pari passu companion loans that are not included in the trust fund. With respect to these mortgage loans, unless otherwise specified, the calculations of LTV ratios, DSC ratios and loan balance per square foot/room are based on the aggregate indebtedness of each such mortgage loan (treating the U-Haul Portfolio mortgage loans as a single loan) and the related pari passu companion loans. S-46 CO-LENDER LOANS............... Fifteen (15) mortgage loans to be included in the trust fund that were originated or acquired by Wachovia Bank, National Association, Artesia Mortgage Capital Corporation or CWCapital LLC, representing approximately 23.1% of the mortgage pool (25.3% of loan group 1), are, in each case, evidenced by one of two or more notes which are secured by one or more mortgaged real properties. In each case, the related companion loan(s) will not be part of the trust fund. Eleven (11) mortgage loans, loan numbers 1, 2, 3, 14, 15, 87, 95, 96, 100, 101 and 108 (the AmericasMart mortgage loan, the NGP Rubicon GSA Pool mortgage loan, the 1000 & 1100 Wilson mortgage loan, the Westfield San Francisco Centre mortgage loan, the 101 Avenue of the Americas mortgage loan and the U-Haul Portfolio mortgage loans), are each part of a split loan structure where each companion loan that is part of the related split loan structure is pari passu in right of entitlement to payment with the related mortgage loan(s). The remaining co-lender loans (loan numbers 19, 32, 38 and 62) are part of split loan structures in which the related companion loans are subordinate to the related mortgage loans. Each of these mortgage loans and its related companion loans are subject to intercreditor agreements. The intercreditor agreement for each of the AmericasMart mortgage loan, the NGP Rubicon GSA Pool mortgage loan, the 1000 & 1100 Wilson mortgage loan, the Westfield San Francisco Centre mortgage loan, the 101 Avenue of the Americas mortgage loan and the U-Haul Portfolio mortgage loans generally allocates collections in respect of such mortgage loans to the related mortgage loan and the related pari passu companion loan(s), on a pro rata basis. The intercreditor agreements for each of the remaining mortgage loans that are part of a split loan structure generally allocate collections in respect of such mortgage loan first, to the related mortgage loan, and then to amounts due on the related subordinate companion loan. No companion loan is included in the trust fund. The master servicer and special servicer will service and administer each of these mortgage loans and its related companion loans (other than the AmericasMart mortgage loan, the 101 Avenue of the Americas mortgage loan and the U-Haul Portfolio 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. The AmericasMart mortgage loan, the 101 Avenue of the Americas mortgage loan and the U-Haul Portfolio mortgage loans and their related companion loans will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, S-47 Commercial Mortgage Pass Through Certificates, Series 2005-C19, the LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C3 and the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ6, respectively. The master servicer under the 2005-C19 pooling and servicing agreement is Wachovia Bank, National Association and the special servicer under the 2005-C19 pooling and servicing agreement is Clarion Partners, LLC. The master servicer under the LB-UBS 2005-C3 pooling and servicing agreement is Wells Fargo Bank, National Association and the special servicer under the LB-UBS 2005-C3 pooling and servicing agreement is J.E. Robert Company, Inc. The master servicer under the MSCI 2005-HQ6 pooling and servicing agreement is Wells Fargo Bank, National Association and the special servicer under the MSCI 2005-HQ6 pooling and servicing agreement is CWCapital Asset Management LLC. Although many pooling and servicing agreements relating to rated commercial mortgage-backed securities have similar servicing provisions, the terms of the 2005-C19 pooling and servicing agreement, the LB-UBS 2005-C3 pooling and servicing agreement and the MSCI 2005-HQ6 pooling and servicing agreement, may differ in certain respects from the terms of the pooling and servicing agreement for this transaction. See "SERVICING OF THE MORTGAGE LOANS--Servicing of the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan" in this prospectus supplement. 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-48 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-3FL certificates and the Class A-MFL certificates, the related swap contracts), 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 S-49 mortgagee elects to apply casualty or condemnation proceeds to the mortgage loan. We cannot make any representation as to the anticipated rate of prepayments (voluntary or involuntary) on the mortgage loans or as to the anticipated yield to maturity of any certificate. In addition, because the amount of principal that will be distributed to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 and Class A-1A certificates and the Class A-3FL regular interest will generally be based upon the particular loan group in which the related mortgage loan is deemed to be a part, the yield on the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB and Class A-7 certificates and the Class A-3FL regular interest 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 A-1A, Class A-7, Class B, 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 S-50 maintenance charge or prepayment premium provision, to the extent enforceable, than similar mortgage loans without such provisions, with shorter lockout periods or with lower yield maintenance charges or prepayment premiums. Performance Escrows. In connection with the origination of some of the mortgage loans, the related borrowers were required to escrow funds or post a letter of credit related to obtaining certain performance objectives. In general, such funds will be released to the related borrower upon the satisfaction of certain conditions. If the conditions are not satisfied, although the master servicer will be directed in the pooling and servicing agreement (in accordance with the servicing standard) to hold the escrows, letters of credit or proceeds of such letters of credit as additional collateral and not use the funds to reduce the principal balance of the related mortgage loan, in the event such funds are required to be used to reduce the principal balance of such mortgage loans, such amounts will be passed through to the holders of the certificates as principal prepayments. For example, with respect to 2 mortgage loans (loan numbers 24 and 88), representing approximately 1.1% of the mortgage pool (1 mortgage loan in loan group 1 or 1.0% and 1 mortgage loan in loan group 2 or 2.7%), in the event the related borrower does not satisfy certain economic performance criteria specified in the related mortgage loan documents, funds deposited in certain reserve accounts are required to be used to pay down the principal balance of the related mortgage loan. See "YIELD AND MATURITY CONSIDERATIONS--Yield Considerations" in this prospectus supplement. 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 S-51 case of certain of the mortgage loans, an event of default has occurred and is continuing. Pool Concentrations. Principal payments (including prepayments) on the mortgage loans included in the trust fund or in a particular group will occur at different rates. In addition, mortgaged properties can be released from the trust fund as a result of prepayments, defeasance, repurchases, casualties or condemnations. As a result, the aggregate balance of the mortgage loans concentrated in various property types in the trust fund or in a particular loan group changes over time. You therefore may be exposed to varying concentration risks as the mixture of property types and relative principal balance of the mortgage loans associated with certain property types changes. See the table entitled "Range of Remaining Terms to Maturity or Anticipated Repayment Date for all Mortgage Loans as of the Cut-Off Date" under "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in this prospectus supplement for a description of the respective maturity dates of the mortgage loans included in the trust fund and in each loan group. Because principal on the certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) is payable in sequential order to the extent described under "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement, classes that have a lower priority of distributions are more likely to be exposed to the risk of changing concentrations discussed under "--Special Risks Associated With High Balance Mortgage Loans" below than classes with a higher sequential priority. OPTIONAL EARLY TERMINATION OF THE TRUST FUND MAY RESULT IN AN ADVERSE IMPACT ON YOUR YIELD OR MAY RESULT IN A LOSS......................... The offered certificates will be subject to optional early termination by means of the purchase of the mortgage loans in the trust fund. We cannot assure you that the proceeds from a sale of the mortgage loans will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued 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-3FL certificates and the Class A-MFL certificates will be highly sensitive to changes in the level of LIBOR. Investors in the Class A-3FL certificates and the Class A-MFL certificates should consider S-52 the risk that lower than anticipated levels of LIBOR could result in actual yields that are lower than anticipated yields on the Class A-3FL certificates and the Class A-MFL certificates. In addition, because interest payments on the Class A-3FL certificates and the Class A-MFL certificates may be reduced or the pass-through rate may convert to a fixed rate, subject, only in the case of the Class A-MFL certificates, 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-3FL certificates and 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-3FL certificates and the Class A-MFL certificates. As a result, the effect on such investor's yield to maturity of a level of LIBOR that is higher (or lower) than the rate anticipated by such investor during the period immediately following the issuance of the Class A-3FL certificates and 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 related swap counterparty in its obligation to make payments under the related swap contract, the conversion to a fixed rate that is below the rate that would otherwise be payable at the floating rate and/or the reduction of interest payments resulting from payment of interest to the Class A-3FL regular interest and the Class A-MFL regular interest based on a pass-through rate below % per annum and % per annum, respectively, would have such a negative impact. There can be no assurance that a default by the related swap counterparty and/or the conversion of the pass-through rate from a rate based on LIBOR to a fixed rate would not adversely affect the amount and timing of distributions to the holders of the Class A-3FL certificates and 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 two swap contracts relating to the Class A-3FL certificates and the Class A-MFL certificates issued by Wachovia Bank, National Association. Because both the Class A-3FL regular interest and the Class A-MFL regular interest accrue interest at a fixed rate of interest, the ability of the holders of each of the Class A-3FL certificates and 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 related swap contract. See "DESCRIPTION OF THE S-53 SWAP CONTRACTS--The Swap Counterparty" in this prospectus supplement. If the applicable swap counterparty's long term ratings fall below the ratings levels set forth in the related swap contract by any rating agency, the applicable 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 applicable swap counterparty fails to either post acceptable collateral or find an acceptable replacement swap counterparty after such a trigger event, the trustee will be required to take such actions (following the expiration of any applicable grace period), unless otherwise directed in writing by the holders of 25% of the Class A-3FL certificates or the Class A-MFL certificates, as applicable, to enforce the rights of the trust fund under the applicable swap contract as may be permitted by the terms of the applicable swap contract and use any termination payments received from the related 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 applicable 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-3FL certficiates or the Class A-MFL certificates, as the case may be. There can be no assurance that the applicable swap counterparty will maintain its current ratings or have sufficient assets or otherwise be able to fulfill its obligations under the related swap contract. During the occurrence of a continuing payment default with respect to the applicable swap counterparty or if the applicable swap contract is terminated and no replacement swap counterparty is found, the Class A-3FL certificate pass-through rate or the Class A-MFL certificate pass-through rate, as applicable, will convert to the fixed interest rate. Any such conversion to a fixed rate might result in a temporary delay of payment of the distributions to the holders of the Class A-3FL certificates or the Class A-MFL certificates, as applicable, 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 applicable swap contract, then a replacement swap contract will not be entered into and any such proceeds will instead be distributed to the holders of the Class A-3FL certificates or the Class A-MFL certificates, as applicable. There can be no assurance that the applicable swap counterparty will maintain the required ratings or have sufficient assets or otherwise be able to fulfill its obligations S-54 under the related 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 applicable 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 related swap contract unless it has received from the Class A-3FL certificateholders or the Class A-MFL certificateholders, as the case may be, 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 related swap contract. No such costs, expenses and/or liabilities will be payable out of the trust fund. In addition, if the funds allocated to payment of interest distributions on the Class A-3FL regular interest or the Class A-MFL regular interest are insufficient to make all required interest payments on the Class A-3FL regular interest or the Class A-MFL regular interest, as applicable, the amount paid to the related swap counterparty will be reduced and interest paid by the related swap counterparty under the applicable 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 related 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-3FL certificates and/or the Class A-MFL certificates may experience an interest shortfall. See "DESCRIPTION OF THE SWAP CONTRACTS" 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 S-55 losses actually experienced, and if such losses are allocated to your class of certificates, your actual yield to maturity will be lower than the yield so calculated and could, under certain scenarios, be negative. The timing of any loss on a liquidated mortgage loan also will affect the actual yield to maturity of the offered certificates to which all or a portion of such loss is allocable, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier you bear a loss, the greater the effect on your yield to maturity. See "YIELD AND MATURITY CONSIDERATIONS" in this prospectus supplement and "YIELD CONSIDERATIONS" in the accompanying prospectus. Even if losses on the mortgage loans included in the trust fund are allocated to a particular class of offered certificates, such losses may affect the weighted average life and yield to maturity of other certificates. Losses on the mortgage loans, to the extent not allocated to such class of offered certificates, may result in a higher percentage ownership interest evidenced by such certificates than would otherwise have resulted absent such loss. The consequent effect on the weighted average life and yield to maturity of the offered certificates will depend upon the characteristics of the remaining mortgage loans. ADDITIONAL COMPENSATION AND CERTAIN REIMBURSEMENTS TO THE SERVICER WILL AFFECT YOUR RIGHT TO RECEIVE DISTRIBUTIONS................ To the extent described in this prospectus supplement, the master servicer, the trustee or the fiscal agent, as applicable, will be entitled to receive interest on unreimbursed advances and unreimbursed servicing expenses. The right of the master servicer, the trustee or the fiscal agent to receive such payments of interest is senior to the rights of certificateholders to receive distributions on the certificates and, consequently, may result in additional trust fund expenses being allocated to the offered certificates that would not have resulted absent the accrual of such interest. In addition, the special servicer will receive a fee with respect to each specially serviced mortgage loan and any collections thereon, including specially serviced mortgage loans which have been returned to performing status. This will result in shortfalls which will be allocated to the offered certificates. SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES......... As described in this prospectus supplement, unless your certificates are Class A-1, Class A-2, Class A-3FL, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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. S-56 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, the fiscal agent 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. Fifteen (15) of the mortgage loans (loan numbers 1, 2, 3, 14, 15, 19, 32, 38, 62, 87, 95, 96, 100, 101 and 108), representing 23.1% of the mortgage pool (25.3% of loan group 1), are each evidenced by multiple promissory notes. With respect to 11 of these mortgage loans (loan numbers 1, 2, 3, 14, 15, 87, 95, 96, 100, 101 and 108), representing 20.4% of the mortgage pool (22.3% of loan group 1), the related mortgage loans are evidenced by promissory notes that are pari passu in right of payment, and the holders of the pari passu companion notes (or, if applicable, the holders of beneficial interests in the pari passu companion notes) have certain control, consultation and/or consent rights with respect to the servicing and/or administration of these loans. In each case, the trust fund is comprised of only one of the pari passu notes except in the case of the U-Haul Portfolio mortgage loans which are evidenced by six pari passu loans. In the case of the S-57 AmericasMart whole loan, the 101 Avenue of the Americas whole loan and the U-Haul Portfolio whole loan, the related pari passu companion note or notes is included in the trust fund created in connection with the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C19 commercial mortgage securitization, the LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C3 commercial mortgage securitization and the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ6 commercial mortgage securitization, respectively. With respect to the other 4 mortgage loans evidenced by multiple promissory notes, the related mortgage loans are each part of a split loan structure where one promissory note 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 addition, such holders of the pari passu companion notes or the subordinate companion notes (or, if applicable, the holders of beneficial interests in the pari passu companion notes 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. S-58 BOOK-ENTRY REGISTRATION....... Your certificates will be initially represented by one or more certificates registered in the name of Cede & Co., as the nominee for DTC, and will not be registered in your name. As a result, you will not be recognized as a certificateholder, or holder of record of your certificates. POTENTIAL CONFLICTS OF INTEREST................... The master servicer is one of the mortgage loan sellers, the Class A-3FL swap counterparty, the Class A-MFL swap counterparty and is an affiliate of the depositor and one of the underwriters. In addition, Wachovia Bank, National Association is also the master servicer under the pooling and servicing agreement executed in connection with the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C19 commercial mortgage securitization under which the AmericasMart mortgage loan is being serviced. These affiliations could cause conflicts with the master servicer's duties to the trust fund under the pooling and servicing agreement. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standard described in this prospectus supplement without regard to an affiliation with any other party to the pooling and servicing agreement. See "SERVICING OF THE MORTGAGE LOANS--General" in this prospectus supplement. Wachovia Bank, National Association is also an equity owner of Capital Lease, LP, the holder of the companion loan with respect to the Monument I at WorldGate mortgage loan, the Tollway Office Center II mortgage loan and the Rapp Collins Worldwide Building mortgage loan. 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 or the holder of certain certificates. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus supplement. With respect to the Monument I at WorldGate loan, the Tollway Office Center II loan and the Rapp Collins Worldwide loan (loan numbers 19, 38 and 62), representing approximately 2.1% of the mortgage pool (2.3% of loan group 1), the holder of each subordinate companion loan, Caplease, LP, is also the sole owner of each related borrower. Pursuant to the related intercreditor agreements, the mortgagee will be required to seek the consent of Caplease, LP, as holder of the related subordinate companion loans, in connection with certain modifications and/or waivers of the corresponding whole loans which materially and adversely affect the holder of the related companion loans; provided, however, following an event of default under the mortgage loan documents, Caplease, LP will not have any right to consult with or direct the mortgagee with respect to a foreclosure or liquidation of the related mortgaged property S-59 or to make property protection advances. Accordingly, a conflict may result. With respect to 1 mortgage loan (loan number 28), representing 0.7% of the mortgage pool (7.9% of loan group 2), Wachovia Bank, National Association is the mortgagee under a second mortgage secured by the related mortgaged property and a pledge of the equity interest in the borrower, which is subject to the terms of a subordination and standstill agreement. In addition, Wachovia Bank, National Association is the holder of certain mezzanine indebtedness with respect to 3 mortgage loans (loan numbers 5, 23 and 29), representing 5.4% of the mortgage pool (5.9% of loan group 1) and may have certain cure rights and/or purchase rights with respect to such position. 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, the holder of mezzanine indebtedness or the holder of certain other indebtedness secured by the mortgaged property. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus supplement. In addition, an affiliate of CWCapital LLC, the special servicer and the initial controlling class representative is expected to be the holder of certain mezzanine indebtedness with respect to the U-Haul Portfolio mortgage loans, representing 1.2% of the mortgage pool (1.3% of loan group 1) and will have certain cure rights and/or purchase rights with respect to the related mortgage loans. Accordingly, a conflict may arise between the special servicer's duties to the trust fund under the pooling and servicing agreement, the rights of the initial controlling class representative and their affiliate's interest as a holder of the holder of mezzanine indebtedness. In addition, with respect to 2 mortgage loans (loan numbers 152 and 171), representing 0.2% of the mortgage pool (0.2% of loan group 1), an affiliate of Wachovia Bank, National Association owns a 100% preferred equity interest in each related borrower. As a result, a conflict could have arisen during the origination process as a result of Wachovia Bank, National Association being the originator of the related mortgage loans as well as the owner of the equity interests in each related borrower. In addition, a conflict may arise between Wachovia Bank, National Association's duties to the trust under the pooling and servicing agreement and its affiliate's equity interest in the related borrower. 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 any relationship that the master servicer or any affiliate thereof may have with the related borrower. In addition, the special servicer (and any related sub-servicer) will be involved in determining whether to modify or foreclose S-60 a defaulted mortgage loan. The special servicer is not affiliated with the master servicer or the related borrower. The special servicer (and any related sub-servicer) will be involved in determining whether to modify or foreclose a defaulted mortgage loan. The special servicer or an affiliate of the special servicer may purchase certain other non-offered certificates (including the controlling class and the Class Z certificates). The special servicer or its affiliate may serve as the initial controlling class representative. The special servicer or its affiliates may acquire non-performing loans or interests in non-performing loans, which may include REO properties that compete with the mortgaged properties securing mortgage loans in the trust fund. The special servicer or its affiliates own and are in the business of acquiring assets similar in type to the assets of the trust fund. The special servicer or its affiliates may also make loans on properties that may compete with the mortgaged properties and may also advise other clients that own or are in the business of owning properties that compete with the mortgaged properties or that own loans like the mortgage loans included in the trust fund. Accordingly, the assets of the special servicer and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged properties for tenants, purchasers, financing and so forth. See "SERVICING OF THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this prospectus supplement. This could cause a conflict between the special servicer's duties to the trust fund under the pooling and servicing agreement and its interest as a holder of a certificate. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer, the special servicer or any affiliate of the special servicer. See "SERVICING OF THE MORTGAGE LOANS--General" in this prospectus supplement. In addition, the related property managers and borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties securing the mortgage loans because: o a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers; o these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; o affiliates of the property manager and/or the borrowers or the property managers and/or the borrowers themselves also may own other properties, including competing properties; or o the mortgaged property is self-managed. S-61 In addition, certain mortgage loans included in the trust fund may have been refinancings of debt previously held by (or by an affiliate of) one of the mortgage loan sellers. The activities of the mortgage loan sellers and their affiliates may involve properties which are in the same markets as the mortgaged properties underlying the certificates. In such case, the interests of each of the mortgage loan sellers or such affiliates may differ from, and compete with, the interests of the trust fund, and decisions made with respect to those assets may adversely affect the amount and timing of distributions with respect to the certificates. One of the mortgage loan sellers, CWCapital LLC, is an affiliate of the initial controlling class representative and an affiliate of the special servicer and such mortgage loan seller may have interests that conflict with its interests as a 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 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. S-62 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. 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, S-63 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. For example, the mortgaged property securing the 101 Avenue of the Americas loan (loan number 15), representing approximately 1.6% of the mortgage pool (1.8% of loan group 1), is leased entirely to Building Service Local 32B-32J. The Building Service Local 32B-32J lease expires in December 2011, the same month the related mortgage loan matures. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--101 Avenue of the Americas" in this prospectus supplement. In addition, the mortgaged properties securing 2 mortgage loans (loan numbers 23 and 29), representing 1.6% of the mortgage pool (1.7% of loan group 1), are leased in their entirety to American Express Travel Related Services. Both leases expire in March 2015, which is approximately three months prior to the maturity date of the related mortgage loans. In addition, the mortgaged property securing the Tollway Office Center II mortgage loan (loan number 38), representing approximately 0.6% of the mortgage pool (0.6% of loan group 1), is leased entirely to Capital One Services, Inc. The Capital One Services, Inc. lease expires in February 2015, and the related mortgage loan matures in May 2013. However, Capital One Services, Inc. has the option to terminate its lease in June 2013 upon 9 months notice; provided, upon notice of its intent to terminate the lease, Capital One Services, Inc. is required to pay a termination fee equal to $1,793,772, and a cash flow sweep will be required for the following 9 months. 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 S-64 successfully renew leases or relet vacated space, the costs associated with reletting, including tenant improvements, leasing commissions and free rent, can exceed the amount of any reserves maintained for that purpose and reduce cash from the mortgaged properties. Although some of the mortgage loans included in the trust fund require the borrower to maintain escrows for leasing expenses, there is no guarantee that these reserves will be sufficient. In addition, there are other factors, including changes in zoning or tax laws, restrictive covenants, tenant exclusives and rights of first refusal to lease or purchase, the availability of credit for refinancing and changes in interest-rate levels that may adversely affect the value of a project and/or the borrower's ability to sell or refinance without necessarily affecting the ability to generate current income. In addition, certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have certain rights to cancel their leases or reduce the rent payable with respect to such leases at any time for, among other reasons, lack of appropriations. With respect to the NGP Rubicon GSA Pool mortgage loan (loan number 2, representing 5.3% of the mortgage pool (5.8% of loan group 1), 94.9% of the rentable area at the related mortgaged properties is occupied by U.S. government agencies. Although such U.S. government leases generally do not permit the related tenant to terminate its lease due to any lack of appropriations, certain of the U.S. government leases with respect to the NGP Rubicon GSA Pool mortgage loan permit the related tenant to terminate its lease after a specified date contained in the respective lease, some of which may be prior to the maturity date of the related mortgage loan, subject to certain terms and conditions contained therein. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--NGP Rubicon GSA Pool" in this prospectus supplement. Other factors are more general in nature, such as: o national, regional or local economic conditions (including plant and military installation closings, industry slowdowns and unemployment rates); o local real estate conditions (such as an oversupply of retail space, office space or multifamily housing); o demographic factors; o consumer confidence; o consumer tastes and preferences; and o changes in building codes and other applicable laws. The volatility of net operating income will be influenced by many of the foregoing factors, as well as by: o the length of tenant leases; S-65 o the creditworthiness of tenants; o in the case of rental properties, the rate at which new rentals occur; o the property's "operating leverage" (i.e., the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues and the level of capital expenditures required to maintain the property and to retain or replace tenants); and o a decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of property with short-term revenue sources, such as short-term or month-to-month leases, and may lead to higher rates of delinquency or defaults. SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES............. Some of the mortgaged properties securing the mortgage loans included in the trust fund may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason. For example, a mortgaged property may not be readily convertible (or convertible at all) due to restrictive covenants related to such mortgaged property including, in the case of mortgaged properties which are part of a condominium regime, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. 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 de-scribed 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, any mortgage loan seller, the underwriters, the master servicer, the special servicer, the trustee, the fiscal agent 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 S-66 of a default. Accordingly, you should assume all of the mortgage loans included in the trust fund are nonrecourse loans, and that recourse in the case of default will be limited to the related mortgaged property. However, in certain circumstances a mortgage loan seller will be obligated to repurchase or substitute a mortgage loan sold by it if: o there is a defect or omission with respect to certain of the documents relating to such mortgage loan and such defect or omission materially and adversely affects the value of a mortgage loan or the interests of the trust fund therein or the interests of any certificateholder; or o certain of their respective representations or warranties concerning such mortgage loan are breached, and such breach materially and adversely affects the value of such mortgage loan, the interests of the trust fund therein or the interests of any certificateholder and is not cured as required. We cannot provide assurance that the applicable mortgage loan seller will be in a financial position to make such a repurchase or substitution. RISKS RELATING TO CERTAIN PROPERTY TYPES............... Particular types of income properties are exposed to particular risks. For instance: SPECIAL RISKS ASSOCIATED WITH OFFICE PROPERTIES............ Office properties may require their owners to expend significant amounts of cash to pay for general capital improvements, tenant improvements and costs of re-leasing space. Office properties that are not equipped to accommodate the needs of modern businesses may become functionally obsolete and thus non-competitive. In addition, a large number of factors may adversely affect the value of office properties, including: o the quality of an office building's tenants; o the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, access to transportation and ability to offer certain amenities, such as sophisticated building systems); o the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants; o the desirability of the area as a business location; o the presence of competing properties; and o the strength and nature of the local economy (including labor costs and quality, tax environment and quality of life for employees). S-67 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 41 of the mortgage loans included in the trust fund as of the cut-off date, representing 38.4% of the mortgage pool (42.1% of loan group 1). SPECIAL RISKS ASSOCIATED WITH SHOPPING CENTERS AND OTHER RETAIL PROPERTIES............. Shopping centers are affected by the health of the retail industry, which is currently undergoing a consolidation and is experiencing changes due to the growing market share of "off-price" retailing, including the popularity of home shopping networks, shopping via internet web sites and telemarketing. A particular shopping center may be adversely affected by the bankruptcy or decline in drawing power of an anchor, shadow anchor or major tenant, a shift in consumer demand due to demographic changes (e.g., population decreases or changes in average age or income) and/or changes in consumer preference (e.g., 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 74 of the mortgage loans included in the trust fund as of the cut-off date, representing 23.9% of the mortgage pool (26.2% of loan group 1). SPECIAL RISKS ASSOCIATED WITH INDUSTRIAL AND MIXED-USE FACILITIES................... Industrial and mixed-use facilities present risks not associated with other properties. Significant factors determining the value of industrial properties include: o the quality of tenants; o building design and adaptability; and o the location of the property. S-68 Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties are more frequently dependent on a single tenant. In addition, properties used for many industrial purposes are more prone to environmental concerns than other property types. Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are valuable to an industrial property include clear ceiling heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility, truck turning radius and overall functionality and accessibility. In addition, because of the unique construction requirements of many industrial properties, any vacant industrial property may not be easily converted to other uses. Location is also important to an industrial property. An industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels. Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (e.g., a decline in defense spending), and a particular industrial property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. In addition, lease terms with respect to industrial properties are generally for shorter periods of time than with respect to other properties and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. Industrial properties secure 14 of the mortgage loans included in the trust fund as of the cut-off date, representing 6.2% of the mortgage pool (6.8% of loan group 1). Mixed use mortgaged properties consist of either (i) multifamily and office components, (ii) office and retail components or (iii) retail and multifamily components, and as such, mortgage loans secured by mixed use properties will share the risks associated with such underlying components. See "--Special Risks Associated with Office Properties", "--Special Risks Associated with Shopping Centers and Other Retail Properties" and "--Special Risks Associated with Multifamily Properties" in this prospectus supplement. Mixed-use properties secure 4 of the mortgage loans included in the trust fund as of the cut-off date, representing 4.2% of the mortgage pool (4.6% of loan group 1). SPECIAL RISKS ASSOCIATED WITH MULTIFAMILY PROJECTS......... Multifamily projects are part of a market that, in general, is characterized by low barriers to entry. Thus, a particular apartment market with historically low vacancies could S-69 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. S-70 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 33 of the mortgage loans included in the trust fund as of the cut-off date, representing 9.0% of the mortgage pool (2 mortgage loans in loan group 1 or 0.3% and all of the 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-71 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 (e.g., 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 13 of the mortgage loans included in the trust fund as of the cut-off date, representing 7.6% of the mortgage pool (8.4% 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. S-72 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 businesses 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 5.6% of the mortgage pool (6.1% of loan group 1). SPECIAL RISKS ASSOCIATED WITH SELF STORAGE FACILITIES...... The self storage facilities market contains low barriers to entry. In addition, due to the short term nature of self storage leases, self storage properties also may be subject to more volatility in terms of supply and demand than loans secured by other types of properties. Because of the construction utilized in connection with certain self storage facilities, it might be difficult or costly to convert such a facility to an alternative use. Thus, liquidation value of self storage properties may be substantially less than would be the case if the same were readily adaptable to other uses. In addition, it is difficult to assess the environmental risks posed by such facilities due to tenant privacy, anonymity and unsupervised access to such facilities. Therefore, such facilities may pose additional environmental risks to investors. The environmental site assessments discussed in this prospectus supplement did not include an inspection of the contents of the self storage units included in the self storage properties. We therefore cannot provide assurance that all of the units included in the self storage properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future. See "--Environmental Laws May Adversely Affect the Value of and Cash Flow from a Mortgaged Property" below. Self storage properties secure 24 of the mortgage loans included in the trust fund as of the cut off date, representing 4.1% of the mortgage pool (4.5% 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; S-73 o the potential that the related borrower may default on the related mortgage loan due to such borrower's inability to pay high remediation costs or costs of defending lawsuits due to an environmental impairment or difficulty in bringing its operations into compliance with environmental laws; o liability for clean-up costs or other remedial actions, which could exceed the value of such mortgaged property or the unpaid balance of the related mortgage loan; and o the inability to sell the related mortgage loan in the secondary market or to lease such mortgaged property to potential tenants. Under certain federal, state and local laws, federal, state and local agencies may impose a statutory lien over affected property to secure the reimbursement of remedial costs incurred by these agencies to correct adverse environmental conditions. This lien may be superior to the lien of an existing mortgage. Any such lien arising with respect to a mortgaged property securing a mortgage loan included in the trust fund would adversely affect the value of such mortgaged property and could make impracticable the foreclosure by the special servicer on such mortgaged property in the event of a default by the related borrower. Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real property, as well as certain other types of parties, may be liable for the costs of investigation, removal or remediation of hazardous or toxic substances on, under, adjacent to or in such property. The cost of any required investigation, delineation and/or remediation and the owner's liability therefor is generally not limited under applicable laws. Such liability could exceed the value of the property and/or the aggregate assets of the owner. Under some environmental laws, a secured lender (such as the trust 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. S-74 A third-party environmental consultant conducted an environmental site assessment (or updated a previously conducted environmental site assessment) with respect to each mortgaged property securing a mortgage loan included in the trust fund. Such assessments do not generally include invasive environmental testing. In each case where the environmental site assessment or update revealed a material adverse environmental condition or circumstance at any mortgaged property, then (depending on the nature of the condition or circumstance) one or more of the following actions has been or is expected to be taken: o an environmental consultant investigated those conditions and recommended no further investigations or remediation; o an environmental insurance policy, having the characteristics described below, was obtained from a third-party insurer; o either (i) an operations and maintenance program, including, in several cases, with respect to asbestos-containing materials, lead-based paint, microbial matter and/or radon, or periodic monitoring of nearby properties, has been or is expected to be implemented in the manner and within the time frames specified in the related loan documents, or (ii) remediation in accordance with applicable law or regulations has been performed, is currently being performed or is expected to be performed either by the borrower or by the party responsible for the contamination; o an escrow or reserve was established to cover the estimated cost of remediation and either each remediation is required to be completed within a reasonable time frame in accordance with the related loan documents or such escrow or reserve is required to be held as additional security for the mortgage loan during its term; 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 S-75 could be adversely affected by tenants or by the condition of land or operations in the vicinity of the properties, such as underground storage tanks. With respect to 17 mortgage loans (loan number 25, 27, 34, 41, 45, 46, 47, 56, 58, 59, 65, 69, 77, 78, 80, 81 and 177), representing 7.1% of the mortgage pool (7.7% of loan group 1), the related borrower has obtained a pollution legal environmental insurance policy with respect to the related mortgaged property. These policies were issued by a subsidiary of American International Group, which, as of July 27, 2005, had a financial strength rating of "AA" from S&P. Further, with respect to 1 mortgage loan (loan number 28), representing 0.7% of the mortgage pool (7.9% of loan group 2), the related borrower has obtained a pollution legal environmental insurance policy with respect to the related mortgaged property. This policy was issued by a subsidiary of the India Harbor Insurance Company, which, as of July 27, 2005, had a financial strength rating of "A" from S&P. We cannot provide assurance, however, that should such coverage be needed, coverage would be available or uncontested, that the terms and conditions of such coverage would be met, that coverage would be sufficient for the claims at issue or that coverage would not be subject to certain deductibles. In addition, some of the related borrowers have provided an environmental indemnification in favor of the mortgagee. 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. S-76 SPECIAL RISKS ASSOCIATED WITH BALLOON LOANS AND ANTICIPATED REPAYMENT DATE LOANS......... Two hundred seven (207) mortgage loans, representing 99.8% of the mortgage pool (177 mortgage loans in loan group 1 or 99.8% and 30 mortgage loans in group 2 or 98.2%) provide for scheduled payments of principal and/or interest based on amortization schedules significantly longer than their respective remaining terms to maturity or provide for payments of interest only until the respective maturity date and, in each case, a balloon payment on the respective maturity date. Twenty-nine (29) of these mortgage loans, representing 10.6% of the mortgage pool (28 mortgage loans in loan group 1 or 10.8% and 1 mortgage loan in loan group 2 or 7.9%), are anticipated repayment date loans, which provide that if the principal balance of the loan is not repaid on a date specified in the related mortgage note, the loan will accrue interest at an increased rate. o A borrower's ability to make a balloon payment or repay its anticipated repayment date loan on the anticipated repayment date typically will depend upon its ability either to refinance fully the loan or to sell the related mortgaged property at a price sufficient to permit the borrower to make such payment. o Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment on the maturity date or repayment on the anticipated repayment date that would otherwise be distributable on your certificates will likely extend the weighted average life of your certificates. o The ability of a borrower to effect a refinancing or sale will be affected by a number of factors, including (but not limited to) the value of the related mortgaged property, the level of available mortgage rates at the time of sale or refinancing, the borrower's equity in the mortgaged property, the financial condition and operating history of the borrower and the mortgaged property, rent rolling status, rent control laws with respect to certain residential properties, tax laws, prevailing general and regional economic conditions and the availability of credit for loans secured by multifamily or commercial properties, as the case may be. We cannot assure you that each borrower under a balloon loan or an anticipated repayment date loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as applicable. In addition, fully amortizing mortgage loans which pay interest on an "actual/360" basis but have fixed monthly payments may, in fact, have a small "balloon payment" due at maturity. For additional description of risks associated with balloon loans, see "RISK FACTORS--Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default" in the accompanying prospectus. S-77 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 sufficient cash flow to make required payments on the mortgage loans. For example, if a person that owns or directly or indirectly controls several mortgaged properties experiences financial difficulty at one mortgaged property, they could defer maintenance at one or more other mortgaged properties in order to satisfy current expenses with respect to the mortgaged property experiencing financial difficulty, or they could attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting payments for an indefinite period on all the related mortgage loans. In particular, such person experiencing financial difficulty or becoming subject to a bankruptcy proceeding may have an adverse effect on the funds available to make distributions on the certificates and may lead to a downgrade, withdrawal or qualification (if applicable) of the ratings of the certificates. Mortgaged properties owned by related borrowers are likely to: o have common management, increasing the risk that financial or other difficulties experienced by the property manager could have a greater impact on the pool of mortgage loans included in the trust fund; and S-78 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 1000 & 1100 Wilson mortgage loan, the 1701 North Fort Myer mortgage loan, the 1101 Wilson mortgage loan, the 1400 Key & 1401 Wilson mortgage loan, the 1501 & 1515 Wilson mortgage loan, the 1200 Wilson mortgage loan and the 2990 Telestar Court mortgage loan (loan numbers 3, 9, 11, 13, 17, 21 and 70, respectively), which collectively represent 14.1% of the mortgage pool (15.5% of loan group 1) are not cross-collateralized or cross-defaulted but the sponsors of each such mortgage loan are affiliated. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--1000 & 1100 Wilson", "--1701 North Fort Myer", "--1101 Wilson", "--1400 Key & 1401 Wilson" and "--1501 & 1515 Wilson" in this prospectus supplement. The U-Haul Portfolio mortgage loans (loan numbers 87, 95, 96, 100, 101 and 108), representing 1.2% of the mortgage pool (1.3% of loan group 1) is comprised of six mortgage loans that are cross-collateralized and cross-defaulted. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--U-Haul Portfolio" in this prospectus supplement. No group, individual borrower, sponsor concentration or borrower concentration represents more than 14.1% of the mortgage pool (15.5% of loan group 1). THE GEOGRAPHIC CONCENTRATION OF MORTGAGED PROPERTIES SUBJECTS THE TRUST FUND TO A GREATER EXTENT TO STATE AND REGIONAL CONDITIONS.......... Except as indicated in the following tables, less than 5.0% of the mortgage loans, by cut-off date pool or loan group balance, are secured by mortgaged properties in any one state or the District of Columbia. MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) NUMBER OF AGGREGATE PERCENTAGE OF MORTGAGED CUT-OFF DATE CUT-OFF DATE STATE PROPERTIES BALANCE POOL BALANCE - ----------------------- ------------ ---------------- -------------- VA .................. 31 $ 810,391,259 22.1% CA .................. 36 503,160,887 13.7 Southern(2) ....... 29 365,974,367 10.0 Northern(2) ....... 7 137,186,520 3.7 GA .................. 9 350,839,782 9.6 NY .................. 20 301,665,233 8.2 IL .................. 14 212,492,808 5.8 TX .................. 26 194,673,373 5.3 Other ............... 245 1,197,788,110 32.7 --- -------------- ----- TOTAL ............. 385 $3,663,837,892 100.0% === ============== ===== ---------- (1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage S-79 loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California. LOAN GROUP 1 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) PERCENTAGE OF NUMBER OF AGGREGATE CUT-OFF DATE MORTGAGED CUT-OFF DATE GROUP 1 STATE PROPERTIES BALANCE BALANCE - ----------------------- ------------ ---------------- -------------- VA .................. 31 $ 810,391,259 24.2% CA .................. 31 443,760,887 13.3 Southern(2) ......... 24 306,574,367 9.2 Northern(2) ......... 7 137,186,520 4.1 GA .................. 8 322,339,782 9.6 NY .................. 20 301,665,233 9.0 IL .................. 14 212,492,808 6.4 TX .................. 25 182,673,373 5.5 Other ............... 225 1,071,631,267 32.0 --- -------------- ----- TOTAL ............... 354 $3,344,954,610 100.0% === ============== ===== ---------- (1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California. LOAN GROUP 2 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) PERCENTAGE OF NUMBER OF AGGREGATE CUT-OFF DATE MORTGAGED CUT-OFF DATE GROUP 2 STATE PROPERTIES BALANCE BALANCE - ----------------------- ------------ -------------- -------------- CA .................. 5 $ 59,400,000 18.6% Southern(2) ....... 5 59,400,000 18.6 AZ .................. 2 43,200,000 13.5 NV .................. 2 32,700,000 10.3 GA .................. 1 28,500,000 8.9 KS .................. 1 24,000,000 7.5 DC .................. 1 23,850,000 7.5 FL .................. 4 17,365,916 5.4 Other ............... 15 89,867,366 28.2 -- ------------ ----- TOTAL ............. 31 $318,883,282 100.0% == ============ ===== ---------- (1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage S-80 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. 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 5.6% of the mortgage pool (6.1% 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 2.7% of the mortgage pool (3.0% 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, 24.1% of the mortgage pool (26.4% 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, 38.9% of the mortgage pool (42.6% of loan group 1). S-81 CONCENTRATIONS OF MORTGAGED PROPERTY TYPES SUBJECT THE TRUST FUND TO INCREASED RISK OF DECLINE IN PARTICULAR INDUSTRIES........ A concentration of mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on a pool of mortgage loans. For example, if there is a decline in tourism, the hotel industry might be adversely affected, leading to increased losses on loans secured by hospitality properties as compared to the mortgage loans secured by other property types. In that regard: o mortgage loans included in the trust fund and secured by office properties represent as of the cut-off date 38.4% of the mortgage pool (42.1% of loan group 1); o mortgage loans included in the trust fund and secured by retail properties represent as of the cut-off date 23.9% of the mortgage pool (26.2% of loan group 1); o mortgage loans included in the trust fund and secured by multifamily properties represent as of the cut-off date 9.0% of the mortgage pool (2 mortgage loans in loan group 1 or 0.3% and all of the 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 7.6% of the mortgage pool (8.4% of loan group 1); o mortgage loans included in the trust fund and secured by industrial and mixed-use facilities represent as of the cut-off date 10.5% of the mortgage pool (11.5% 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 5.6% of the mortgage pool (6.1% of loan group 1); and o mortgage loans included in the trust fund and secured by self storage facilities represent as of the cut-off date 4.1% of the mortgage pool (4.5% of loan group 1). WE HAVE NOT REUNDERWRITTEN ANY OF THE MORTGAGE LOANS........ We have not reunderwritten the mortgage loans included in the trust fund. Instead, we have relied on the representations and warranties made by the mortgage loan sellers, and the mortgage loan sellers' respective obligations to repurchase, cure or substitute a mortgage loan in the event that a representation or warranty was not true when made and such breach materially and adversely affects the value of the mortgage loan, the interest of the trust 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 S-82 fund, it is possible that the reunderwriting process may have revealed problems with a mortgage loan not covered by representations or warranties given by the mortgage loan sellers. In addition, we cannot provide assurance that the mortgage loan sellers will be able to repurchase or substitute a mortgage loan if a representation or warranty has been breached. See "DESCRIPTION OF THE MORTGAGE POOL--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement. FORECLOSURE ON MORTGAGED PROPERTIES MAY RESULT IN ADVERSE TAX CONSEQUENCES..... One or more of the REMICs relating to the assets of the trust fund might become subject to federal (and possibly state or local) tax on certain of its net income from the operation and management of a mortgaged property subsequent to the trust fund's acquisition of a mortgaged property pursuant to a foreclosure or deed-in-lieu of foreclosure. Any such tax would substantially reduce net proceeds available for distribution to you. See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--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. S-83 Although the policies covering the mortgaged properties are underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore do not contain identical terms and conditions, most such policies typically may not cover any physical damage resulting from: o war; o terrorism; o revolution; o governmental actions; o floods, and other water-related causes; o earth movement (including earthquakes, landslides and mud flows); o wet or dry rot; o vermin; o domestic animals; o sink holes or similarly occurring soil conditions; and o other kinds of risks not specified in the preceding paragraph. In light of the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, many reinsurance companies (which assume some of the risk of policies sold by primary insurers) indicated that they intended to eliminate coverage for acts of terrorism from their reinsurance policies. Without that reinsurance coverage, primary insurance companies would have to assume that risk themselves, which may cause them to eliminate such coverage in their policies, increase the amount of the deductible for acts of terrorism or charge higher premiums for such coverage. In order to offset this risk, Congress passed the Terrorism Risk Insurance Act of 2002, which established the Terrorism Insurance Program. The Terrorism Insurance Program is administered by the Secretary of the Treasury and was established to provide financial assistance from the United States government to insurers in the event of another terrorist attack that is the subject of an insurance claim. The Terrorism Risk Insurance Act of 2002 requires the Treasury Department to establish procedures for the Terrorism Insurance Program under which the federal share of compensation will be equal to 90% of that portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year. The federal share in the aggregate in any program year 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. S-84 The Terrorism Insurance Program required that each insurer for policies in place prior to November 26, 2002, provide its insureds with a statement of the proposed premiums for terrorism coverage, identifying the portion of the risk that the federal government will cover, within 90 days after November 26, 2002. Insureds had 30 days to accept the continued coverage and pay the premium. If an insured authorizes the exclusion or does not pay the premium, insurance for acts of terrorism may be excluded from the policy. All policies for insurance issued after November 26, 2002, must make similar disclosure and provide a similar opportunity for the insured to purchase coverage. The Terrorism Risk Insurance Act of 2002 does not require insureds to purchase the coverage nor does it stipulate the pricing of the coverage. Through December 2005, insurance carriers are required under the program to provide terrorism coverage in their basic "all-risk" policies. 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 on December 31, 2005. In fact, the Secretary of the Treasury announced on June 30, 2005 the Treasury Department's opposition to an extension of the Terrorism Risk Insurance Act of 2002 in its current form. If the Terrorism Risk Insurance Act of 2002 is not extended or renewed, premiums for terrorism insurance coverage will likely increase and/or the terms of such insurance may be materially amended to enlarge stated exclusions or to otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not available). In addition, to the extent that any policies contain "sunset clauses" (i.e., clauses that void terrorism coverage if the federal insurance backstop program is not renewed), then such policies may cease to provide terrorism insurance upon S-85 the expiration of the Terrorism Risk Insurance Act of 2002. There can be no assurance that such temporary program will create any long-term changes in the availability and cost of such insurance. Moreover, there can be no assurance that subsequent terrorism insurance legislation will be passed upon its expiration. No assurance can be given that the mortgaged properties will continue to have the benefit of insurance against terrorist acts. In addition, no assurance can be given that the coverage for such acts, if obtained or maintained, will be broad enough to cover the particular act of terrorism that may be committed or that the amount of coverage will be sufficient to repair and restore the mortgaged property or to repay the mortgage loan in full. The insufficiency of insurance coverage in any respect could have a material and adverse affect on your certificates. Pursuant to the terms of the pooling and servicing agreement, the master servicer or the special servicer may not be required to maintain insurance covering terrorist or similar acts, nor will it be required to call a default under a mortgage loan, if the related borrower fails to maintain such insurance (even if required to do so under the related loan documents) if the special servicer has determined, in consultation with the controlling class representative, in accordance with the servicing standard that either: o such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the region in which such mortgaged property is located; or o such insurance is not available at any rate. In addition, with respect to certain mortgage loans, the mortgagee may have waived the right to require terrorism insurance or may have limited the circumstances under which terrorism insurance is required. With respect to 15 mortgage loans (loan numbers 86, 143, 152, 156, 158, 161, 168, 170, 171, 174, 177, 181, 182, 196 and 202), representing 1.4% of the mortgage pool (1.6% of loan group 1), the tenant at the mortgaged property is permitted to self-insure and, in certain cases, may not carry insurance coverage for acts of terrorism. In addition, certain of the mortgaged properties may contain pad sites that are ground leased to the tenant. The borrower may not be required to obtain insurance on the related improvements. 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. S-86 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 28), representing approximately 0.7% of the mortgage pool (7.9% of loan group 2), there is existing subordinate debt secured by the mortgaged property and a pledge of the equity interests in the borrower, subject to the terms of a subordination and standstill agreement in favor of the mortgagee, and the holder of the subordinate debt has certain cure rights with respect to defaults of the mortgage loan and a purchase option right in the event of a default under the mortgage loan. Four (4) mortgage loans (loan numbers 10, 67, 83 and 102), representing 3.1% of the mortgage pool (3.4% of loan group 1), provide that under certain circumstances the related borrower may encumber the related mortgaged property with subordinate debt in the future with the consent of the mortgagee. With respect to 5 mortgage loans (loan numbers 14, 23, 51, 140 and 146), representing approximately 3.2% of the mortgage pool (4 mortgage loans in loan group 1 or 3.4% and 1 mortgage loan in loan group 2 or 1.4%), the loan documents provide that the borrower may incur additional unsecured debt other than in the ordinary course of business. With respect to 4 mortgage loans (loan numbers 2, 5, 23 and 29), representing approximately 10.7% of the mortgage pool (11.8% of loan group 1), the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt, subject to the terms of an intercreditor agreement entered into in favor of the mortgagee. With respect to 6 mortgage loans (loan numbers 87, 95, 96, 100, 101 and 108), representing 1.2% of the mortgage pool (1.3% of loan group 1), it is anticipated that a mezzanine loan in the original principal amount of $50,000,000 will be originated, secured by the ownership interests of certain indirect owners of the related borrower, with an initial advance of $20,000,000. An affiliate of CWCapital LLC, the special servicer and the initial controlling class representative, S-87 is expected to purchase the mezzanine debt in August 2005. The mezzanine borrower will be entitled to request additional advances aggregating not in excess of $30,000,000 under the mezzanine loan documents, which the mezzanine lender may make available in its sole and absolute discretion and subject to such conditions as the mezzanine lender elects in its sole and absolute discretion. With respect to 25 mortgage loans (loan numbers 2, 3, 7, 9, 11, 13, 17, 18, 21, 42, 54, 61, 64, 70, 73, 87, 95, 96, 100, 101, 108, 120, 147, 183 and 195), representing approximately 27.4% of the mortgage pool (19 mortgage loans in loan group 1 or 28.3% and 6 mortgage loans in loan group 2 or 18.1%), 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 or intercreditor agreement to be entered into in favor of the mortgagee. With respect to 1 mortgage loan (loan number 119) representing approximately 0.2% of the mortgage pool (1.8% of loan group 2), the organizational document of the borrower contains an agreement which allows a certain member of the related borrower to receive a preferred cumulative return of $98,000 per year (payable monthly) as its total income with respect to its 19.9% ownership interest in the related borrower. The preferred member will only be paid after all debt service and operating expenses in connection with the related mortgaged property have been paid. The sponsor of the related borrower agreed to personally guarantee the preferred member's receipt of the foregoing funds. In return for such guarantee, the sponsor was granted an option to purchase all of such preferred member's 19.9% interest in the related borrower for $1,400,000 at anytime during the first 10 years of such ownership by the preferred member. 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. S-88 In addition, certain mortgage loans, which may include the mortgage loans previously described in this risk factor, permit the related borrower to incur, or do not prohibit the related borrower from incurring, unsecured debt to an affiliate of, or owner of an interest in, the borrower or to an affiliate of such an owner, subject to certain conditions under the related mortgage loan documents. Further, certain of the mortgage loans permit additional liens on the related mortgaged properties for (1) assessments, taxes or other similar charges or (2) liens which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of the related borrower's assets. A default by the borrower on such additional indebtedness could impair the borrower's financial condition and result in the bankruptcy or receivership of the borrower which would cause a delay in the foreclosure by the trust 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 S-89 Mortgage Loans--Other Financing" and "--Due-on-Sale and Due-on-Encumbrance Provisions" in this prospectus supplement. Mezzanine debt is debt that is incurred by the owner of equity in one or more borrowers and is secured by a pledge of the equity ownership interests in such borrowers. Because mezzanine debt is secured by the obligor's equity interest in the related borrowers, such financing effectively reduces the obligor's economic stake in the related mortgaged property. The existence of mezzanine debt may reduce cash flow on the borrower's mortgaged property after the payment of debt service and may increase the likelihood that the owner of a borrower will permit the value or income producing potential of a mortgaged property to fall and may create a greater risk that a borrower will default on the mortgage loan secured by 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 S-90 borrower to pay the required debt service on the subordinate or pari passu obligations and that the value of the mortgaged property may fall as a result; and o the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment on the entire balance of both the loans contained in the loan pair upon the maturity of the mortgage loans. In addition, four (4) of the mortgage loans (loan numbers 19, 32, 38 and 62), have companion loans that are subordinate to the related mortgage loan. Each of the AmericasMart mortgage loan, the NGP Rubicon GSA Pool mortgage loan, the 1000 & 1100 Wilson mortgage loan, the Westfield San Francisco Centre mortgage loan, the 101 Avenue of the Americas mortgage loan and the U-Haul Portfolio mortgage loans, representing 20.4% of the mortgage pool (22.3% of loan group 1), each has a companion loan that is pari passu with the mortgage loan. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans" and "--Co-Lender Loans" in this prospectus supplement. The holders of the pari passu companion notes (or, if applicable, the holders of beneficial interests in the pari passu companion notes) have certain control, consultation and/or consent rights with respect to the servicing and/or administration of the subject split loan structures. Furthermore, in the case of the NGP Rubicon GSA Pool mortgage loan, the holder of the pari passu companion loan or its designee has (a) a par purchase option with respect to the subject mortgage loan under certain default scenarios and (b) certain consent rights with respect to the replacement of the special servicer with respect to the NGP Rubicon GSA Pool whole loan. In addition, in the case of the Westfield San Francisco Centre mortgage loan, the holder of the pari passu companion loan or its designee has the right to remove the special servicer with respect to the Westfield San Francisco Centre whole loan. 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 S-91 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 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 16 mortgage loans (loan numbers 18, 22, 28, 30, 42, 54, 72, 79, 97, 109, 110, 117, 118, 129, 165 and 189), representing 6.1% of the mortgage pool (10 mortgage loans in loan group 1 or 3.7% and 6 mortgage loans in loan group 2 or 31.8%), the borrowers own the related mortgaged property as tenants-in-common. As a result, the related mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition. Although some of the related borrowers have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction. In addition, enforcement of remedies against tenant-in-common borrowers may be prolonged if the tenant-in-common borrowers become insolvent or bankrupt at different times because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay is reinstated. CONDOMINIUM AGREEMENTS ENTAIL CERTAIN RISKS................ One (1) mortgage loan (loan number 35), representing 0.1% of the mortgage pool (0.1% of loan group 1), is subject to the terms of one or more condominium agreements. Due to the nature of 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 S-92 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. BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS................ Under federal bankruptcy law, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action. In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a mortgagee from foreclosing on the mortgaged property (subject to certain protections available to the mortgagee). As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to then current value of the mortgaged property, which would make the mortgagee a general unsecured creditor for the difference between then current value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may: (1) grant a debtor a reasonable time to cure a payment default on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3) change the rate of interest due on a mortgage loan; or (4) otherwise alter the mortgage loan's repayment schedule. Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the junior lien. Additionally, the borrower's trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the 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 S-93 actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. There can be no assurance that in the event of the borrower's bankruptcy, a court will enforce such restrictions against a subordinated lender. In its decision in In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee's claim with respect to a Chapter 11 reorganization plan on the grounds that pre-bankruptcy contracts cannot override rights expressly provided by the Bankruptcy Code. This holding, which one court has already followed, potentially limits the ability of a senior lender to accept or reject a reorganization plan or to control the enforcement of remedies against a common borrower over a subordinated lender's objections. As a result of the foregoing, the trustee's recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. Certain of the mortgage loans may have a borrower, a principal or a sponsor of the related borrower that has previously filed bankruptcy. In each case, the related entity or person has emerged from bankruptcy. However, we cannot assure you that such borrowers, principals and sponsors will not be more likely than others, to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related loan documents. With respect to the U-Haul Portfolio mortgage loans, on June 20, 2003, AMERCO, the parent of the related borrowers, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. Amerco Real Estate Company, a subsidiary of AMERCO, also filed a voluntary petition for relief under Chapter 11 on August 13, 2003. The other subsidiaries of AMERCO were not included in either of the filings. According to AMERCO's 2004 Form 10-K, the Chapter 11 filing was undertaken to facilitate a restructuring of the debt of AMERCO in response to liquidity issues which developed in the second half of 2002. On March 15, 2004, both entities emerged from Chapter 11. As part of the bankruptcy restructuring on March 15, 2004, the existing debt was refinanced with new debt, the proceeds of which were primarily used to satisfy the claims of the creditors in the Chapter 11 proceeding and to pay related fees and expenses. 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 S-94 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. In certain cases, appraisals may reflect "as stabilized" values reflecting certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. Information regarding the values of the mortgaged properties at the date of such report is presented under "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in this prospectus supplement for illustrative purposes only. Any engineering reports or site inspections obtained in connection with this offering represent only the analysis of the individual engineers or site inspectors preparing such reports at the time of such report, and may not reveal all necessary or desirable repairs, maintenance or capital improvement items. THE MORTGAGED PROPERTIES MAY NOT BE IN COMPLIANCE WITH CURRENT ZONING LAWS.......... The mortgaged properties securing the mortgage loans included in the trust fund are typically subject to building and zoning ordinances and codes affecting the construction and use of real property. Since the zoning laws applicable to a mortgaged property (including, without limitation, density, use, parking and set-back requirements) are usually subject to change by the applicable regulatory authority at any time, the improvements upon the mortgaged properties may not, currently or in the future, comply fully with all applicable current and future zoning laws. Such changes may limit the ability of the related borrower to rehabilitate, renovate and update the premises, and to rebuild or utilize the premises "as is" in the event of a casualty loss with respect thereto. Such limitations may adversely affect the cash flow of the mortgaged property following such loss. Insurance proceeds may not be sufficient to pay off such mortgage loan in full. In addition, if the mortgaged property were to be repaired or restored in conformity with then current law, its value could be less than the remaining balance on the mortgage loan and it may produce less revenue than before such repair or restoration. RESTRICTIONS ON CERTAIN OF THE MORTGAGED PROPERTIES MAY LIMIT THEIR USE ............ Certain of the mortgaged properties securing mortgage loans included in the trust fund which are non-conforming may not be "legal non-conforming" uses. The failure of a mortgaged property to comply with zoning laws or to be a "legal non-conforming" use may adversely affect the market value of the mortgaged property or the borrower's ability to continue to use it in the manner it is currently being used. In addition, certain of the mortgaged properties are subject to certain use restrictions imposed pursuant to restrictive covenants, governmental requirements, reciprocal easement agreements or operating agreements or, in the case of those mortgaged properties that are condominiums, condominium S-95 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 135) representing 0.1% of the mortgage pool (0.1% of loan group 1), is subject to a condominium declaration where the related mortgaged property does not represent the entire condominium building. Such use restrictions include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers' right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower's ability to fulfill its obligations under the related mortgage loan. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS MAY RESULT IN LOSSES.............. A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property securing a mortgage loan included in the trust fund. Examples of these laws and regulations include zoning laws and the Americans with Disabilities Act of 1990, which requires all public accommodations to meet certain federal requirements related to access and use by disabled persons. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Americans with Disabilities Act" in the accompanying prospectus. The expenditure of such costs or the imposition of injunctive relief, penalties or fines in connection with the borrower's noncompliance could negatively impact the borrower's cash flow and, consequently, its ability to pay its mortgage loan. ENFORCEABILITY OF DUE-ON-SALE CLAUSES AND ASSIGNMENTS OF LEASES AND RENTS IS LIMITED... The mortgages securing the mortgage loans included in the trust fund generally contain due-on-sale clauses, which permit the acceleration of the maturity of the related mortgage loan if the borrower sells, transfers or conveys the related mortgaged property or its interest in the mortgaged property without the consent of the 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 S-96 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... Nine (9) groups of mortgage loans, the Extra Space Portfolio (loan numbers 48, 76, 82, 93, 99, 105, 106, 114, 122, 123, 134, 153, 159, 191 and 199), representing in the aggregate 2.7% of the mortgage pool (3.0% of loan group 1), the U-Haul Portfolio (loan numbers 87, 95, 96, 100, 101 and 108), representing in the aggregate 1.2% of the mortgage pool (1.3% of loan group 1), the Lakewood Marketplace Portfolio (loan numbers 49, 84, 121 and 125), representing in the aggregate 1.0% of the mortgage pool (1.1% of loan group 1), the CLF Portfolio (loan numbers 38 and 62), representing in the aggregate 0.9% of the mortgage pool (1.0% of loan group 1), the Brentwood & Woodway Portfolio (loan numbers 46 and 65), representing in the aggregate 0.8% of the mortgage pool (0.9% of loan group 1), the Cole Portfolio (loan numbers 139, 178, 180, 185, 190, 194, 207, 208 and 209), representing in the aggregate 0.5% of the mortgage pool (0.6% of loan group 1), the Summit Healthcare Portfolio (loan numbers 117, 129 and 165), representing in the aggregate 0.4% of the mortgage pool (0.4% of loan group 1), Orfalea-Carpenteria Office Portfolio (loan numbers 50 and 126), representing in the aggregate 0.6% of the mortgage pool S-97 (0.6% of loan group 1) and the Ruh-Merrionette Park Office Portfolio (loan numbers 104 and 115), representing in the aggregate 0.3% of the mortgage pool (0.4% 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, as indicated in Annex A-5. 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. For example, the NGP Rubicon GSA Pool mortgage loan (loan number 2), representing 5.3% of the mortgage pool (5.8% of loan group 1) is secured by 14 mortgaged properties located in 11 states. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--NGP Rubicon GSA Pool" in this prospectus supplement. In addition, the U-Haul Portfolio mortgage loans (loan numbers 87, 95, 96, 100, 101 and 108), representing 1.2% of the mortgage pool (1.3% of loan group 1) is secured by 161 mortgaged properties located in 41 states. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--U-Haul Portfolio in this prospectus supplement. However, some of these mortgage loans permit the release of individual properties from the related mortgage lien through partial defeasance or otherwise. Furthermore, 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 S-98 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. With respect to the Orfalea-Carpenteria Office Portfolio and the Ruh-Merrionette Park Office Portfolio, the related mortgage loan documents provide that the respective cross-default and cross-collateralization provisions may be terminated, provided that, among other things, (i) no event of default exists; (ii) rating agency confirmation that the release of the cross will not result in a downgrade, withdrawal or qualification of the then current ratings assigned to the certificates and (iii) the satisfaction of certain financial tests, including debt service coverage ratio and loan-to-value tests. In addition, the mortgage loans in the Lakewood Marketplace Portfolio and the Summit Healthcare Portfolio were underwritten as cross-collateralized and cross-defaulted loans. The related mortgage loans may be uncrossed by the related borrowers upon the satisfaction of certain conditions in the mortgage loan documents. SUBSTITUTION OF MORTGAGED PROPERTIES MAY LEAD TO INCREASED RISKS............... Nineteen (19) mortgage loans (loan numbers 139, 156, 158, 161, 168, 170, 174, 177, 178, 180, 181, 182, 185, 190, 194, 196, 207, 208 and 209), representing 1.4% of the mortgage pool (1.5% of loan group 1), permit the related borrowers 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 consent and will have to meet certain conditions, including loan-to-value tests, debt service coverage tests, and 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 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............... Certain 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). S-99 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. 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 things, lack of appropriations. With respect to the NGP Rubicon GSA Pool mortgage loan (loan number 2), representing 5.3% of the mortgage pool (5.8% of loan group 1), 94.9% of the rentable area at the related mortgaged properties is occupied by U.S. government agencies. Certain of these U.S. government leases, with respect to the NGP Rubicon GSA Pool mortgage loan, permit the related tenant to terminate its lease after a specified date contained in the respective lease, some of which may be prior to the maturity date of the related mortgage loan, subject to certain terms and conditions contained therein. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--NGP Rubicon GSA Pool". Fifty-five (55) of the mortgaged properties securing mortgage loans included in the trust fund, representing 16.3% of the mortgage pool (17.8% of loan group 1) by allocated loan amount, are leased wholly to a single tenant or are wholly owner occupied. For example, with respect to the 101 Avenue of the Americas mortgage loan (loan number 15), representing 1.6% of the mortgage pool (1.8% of loan group 1), the mortgaged property is 100.0% leased to Building Service Local 32B-32J. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--101 Avenue of the Americas" in this prospectus supplement. In addition, with respect to the Monument I at WorldGate mortgage loan (loan number 19), representing approximately 1.1% of the mortgage pool (1.2% of loan group 1), 100.0% of the mortgaged property is leased to ITT Industries. ITT Industries is currently not in occupancy, pending completion of a build-out at the related mortgaged property. ITT Industries is currently expected to take occupancy of its space in September 2005. The mortgagee has taken tenant S-100 improvement and leasing commission reserves equal to $11,074,283. Upon completion of the build-out, such reserves will be released as described in the related security agreement. With respect to 2 mortgage loans (loan numbers 23 and 29), representing approximately 1.6% of the mortgage pool (1.7% of loan group 1), American Express Travel Related Services occupies 100.0% of the net rentable area in each of the mortgaged properties. In addition, with respect to 1 mortgage loan (loan number 9), representing 2.4% of the mortgage pool (2.6% of loan group 1), 99.9% of the net rentable area is leased to the U.S. Secretary of State. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans-- 1701 N. Fort Myer" in this prospectus supplement. Retail and office properties also may be adversely affected if there is a concentration of particular tenants among the mortgaged properties or of tenants in a particular business or industry. For example, with respect to 14 mortgage loans (loan numbers 143, 152, 156, 158, 161, 168, 170, 171, 174, 177, 181, 182, 196 and 202), representing 1.2% of the mortgage pool (1.3% of loan group 1), the single tenant 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. 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 S-101 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. Rosslyn Manager LLC is managing the mortgaged properties for 7 mortgage loans (loan numbers 3, 9, 11, 13, 17, 21 and 70), representing 14.1% of the mortgage pool (15.5% of loan group 1). C.B. Richard Ellis, Inc. is managing the mortgaged properties for 2 mortgage loans (loan numbers 2 and 19), representing 6.4% of the mortgage pool (7.1% of loan group 1). AMC, Inc. is managing the mortgaged property for 1 mortgage loan (loan number 1), representing 5.6% of the mortgage pool (6.1% 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 of the related mortgage loans. See "--Adverse Consequences Associated with Borrower Concentration, Borrowers under Common Control and Related Borrowers" above and "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans" in this prospectus supplement. We cannot provide assurance regarding the performance of any operators, leasing agents and/or property managers or persons who may become operators and/or property managers upon the expiration or termination of management 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 S-102 condition to fulfill their management responsibilities throughout the terms of their respective management agreements. CONDEMNATIONS OF MORTGAGED PROPERTIES MAY RESULT IN LOSSES.................... From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing mortgage loans included in the trust fund. The proceeds payable in connection with a total condemnation may not be sufficient to restore the related mortgaged property or to satisfy the remaining indebtedness of the related mortgage loan. The occurrence of a partial condemnation may have a material adverse effect on the continued use of, or income generation from, the affected mortgaged property. Therefore, we cannot give assurances that the occurrence of any condemnation will not have a negative impact upon distributions on your certificates. THE STATUS OF A GROUND LEASE MAY BE UNCERTAIN IN A BANKRUPTCY PROCEEDING........ Eleven (11) mortgaged properties, representing 21.9% of the mortgage pool (10 mortgage loans in loan group 1 or 23.7% and 1 mortgage loan in loan group 2 or 3.6%) by allocated loan amount, 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. 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 S-103 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 to the fee interest in the related mortgaged property, the AmericasMart loan (loan number 1), representing 5.6% of the mortgage pool (6.1% of loan group 1), is secured by multiple leasehold interests in the related mortgaged property. With respect to all but 1 of such ground leases: (i) each ground lease is freely assignable by the mortgagee and (ii) the term of each ground lease extends more than 20 years beyond the maturity date of the AmericasMart loan. With respect to each such ground lease: (1) the ground lease is duly recorded, (2) the mortgagee will receive notice of any default by the respective ground lease; provided, however, the mortgagee will not have the opportunity to cure such default and (3) the ground leases 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. S-104 Further, the mortgagee does not have the right to receive a new lease upon termination of the ground lease(s). See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--AmericasMart" in this prospectus supplement. With respect to the Westfield San Francisco Centre mortgage loan (loan number 14), representing 1.6% of the mortgage pool (1.8% of loan group 1), the terms of the related ground lease provide that the ground lessee may not be entitled to receive the full amount of any condemnation awards. The mortgagee has received a guaranty from Westfield America, Inc., whereby Westfield America, Inc. has guaranteed to pay to the mortgagee an amount equal to the lesser of (i) any such shortfall in the condemnation award paid to the borrower relative to the borrower's allocation of condemnation proceeds and (ii) an amount sufficient to repay such mortgage loan in full if the related mortgaged property is taken by a condemnation authority, up to a maximum amount of $12,000,000. In addition, certain of the mortgaged properties securing the mortgage loans are subject to operating leases. The operating lessee then sublets space in the mortgaged property to sub-tenants. Therefore, the cash flow from the rented mortgaged property will be subject to the bankruptcy risks with respect to the operating lessee. MORTGAGE LOAN SELLERS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OR SUBSTITUTION OF A DEFECTIVE MORTGAGE LOAN.. Each mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by such mortgage loan seller to us. Neither we nor any of our affiliates (except, in certain circumstances, for Wachovia Bank, National Association in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a breach of any mortgage loan seller's representations and warranties or any document defects, if such mortgage loan seller defaults on its obligation to do so. We cannot provide assurances that the mortgage loan sellers will have the financial ability to effect such repurchases or substitutions. In addition, one or more of the mortgage loan sellers may have acquired a portion of the mortgage loans included in the trust fund in one or more secondary market purchases. Such purchases may be challenged as fraudulent conveyances. 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 S-105 AGREEMENTS--Representations and Warranties; Repurchases" in the accompanying prospectus. ONE ACTION JURISDICTION MAY LIMIT THE ABILITY OF THE SPECIAL SERVICER TO FORECLOSE ON THE MORTGAGED PROPERTY..................... Some states (including California) have laws that prohibit more than one judicial action to enforce a mortgage obligation, and some courts have construed the term judicial action broadly. Accordingly, the special servicer is required to obtain advice of counsel prior to enforcing any of the trust fund's rights under any of the mortgage loans that include mortgaged properties where this rule could be applicable. In the case of either a cross-collateralized and cross-defaulted mortgage loan or a multi-property mortgage loan which is secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where such "one action" rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in the states where judicial foreclosure is the only permitted method of foreclosure. As a result, the special servicer may incur delay and expense in foreclosing on mortgaged properties located in states affected by one action rules. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Foreclosure" in the accompanying prospectus. S-106 DESCRIPTION OF THE MORTGAGE POOL GENERAL The pool of mortgage loans included in the Trust Fund (the "Mortgage Pool") is expected to consist of 209 fixed rate mortgage loans (the "Mortgage Loans"), with an aggregate principal balance (the "Cut-Off Date Pool Balance") of $3,663,837,892. The "Cut-Off Date" for (i) 169 of the Mortgage Loans is August 11, 2005, (ii) 37 of the Mortgage Loans is August 1, 2005, (iii) for 1 of the Mortgage Loans is August 6, 2005, (iv) for 1 of the Mortgage Loans is August 7, 2005 and (v) for 1 of the Mortgage Loans is August 10, 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) 2 Mortgage Loans that are secured by multifamily properties. Loan Group 1 is expected to consist of 178 Mortgage Loans, with an aggregate Cut-Off Date Balance of $3,344,954,610 (the "Cut-Off Date Group 1 Balance"). Loan Group 2 will consist of 31 Mortgage Loans that are secured by multifamily properties with an aggregate Cut-Off Date Balance of $318,883,282 (the "Cut-Off Date Group 2 Balance" and, together with the Cut-Off Date Group 1 Balance the "Cut-Off Date Group Balances"). Annex A-1 to this prospectus supplement sets forth the Loan Group designation with respect to each Mortgage Loan. The Cut-Off Date Balances of all of the Mortgage Loans in the Mortgage Pool range from $493,000 to $204,416,548. The Mortgage Loans in the Mortgage Pool have an average Cut-Off Date Balance of $17,530,325. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 1 range from $493,000 to $204,416,548. The Mortgage Loans in Loan Group 1 have an average Cut-Off Date Balance of $18,791,880. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 2 range from $1,428,523 to $28,500,000. The Mortgage Loans in Loan Group 2 have an average Cut-Off Date Balance of $10,286,557. 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 Loans; provided that, with respect to the AmericasMart Loan, the NGP Rubicon GSA Pool Loan, the 1000 & 1100 Wilson Loan, the Westfield San Francisco Centre Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, numerical and statistical information presented herein with respect to loan balance per square foot, loan-to-value ratios and debt service coverage ratios reflect the related Pari Passu Companion Loans as well as the Mortgage Loans themselves. In addition, because the 6 Mortgage Loans comprising the U-Haul Portfolio Loan (loan numbers 87, 95, 96, 100, 101 and 108) are each cross-collateralized and cross-defaulted with each other, the calculations of loan balance per square foot, loan-to-value ratios and debt service coverage ratios were based on the aggregate indebtedness of these Mortgage Loans and the related Pari Passu Companion Loans. All of the Mortgage Loans are evidenced by a promissory note (each a "Mortgage Note") and are secured by a mortgage, deed of trust or other similar security instrument (each, a "Mortgage") that creates a first mortgage lien on a fee simple estate or, with respect to 11 Mortgaged Properties, representing 21.9% of the Cut-Off Date Pool Balance (10 Mortgage Loan in Loan Group 1 or 23.7% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 3.6% of the Cut-Off Date S-107 Group 2 Balance) by allocated loan amount in whole or in part 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> PERCENTAGE OF PERCENTAGE OF NUMBER OF AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE MORTGAGED CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE BALANCE BALANCE - ----------------------------------- ------------ ------------------ --------------- --------------- -------------- Office ............................ 56 $ 1,407,728,566 38.4% 42.1% 0.0% Retail ............................ 78 876,224,303 23.9 26.2 0.0 Retail -- Anchored ............... 56 796,160,531 21.7 23.8 0.0 Retail -- Unanchored ............. 19 65,479,108 1.8 2.0 0.0 Retail -- Shadow Anchored(2) ..... 3 14,584,664 0.4 0.4 0.0 Multifamily ....................... 33 329,322,482 9.0 0.3 100.0 Hospitality ....................... 13 279,359,671 7.6 8.4 0.0 Industrial ........................ 15 228,951,142 6.2 6.8 0.0 Special Purpose ................... 1 204,416,548 5.6 6.1 0.0 Mixed Use ......................... 4 154,125,654 4.2 4.6 0.0 Self Storage ...................... 179 148,918,540 4.1 4.5 0.0 Healthcare ........................ 5 22,790,986 0.6 0.7 0.0 Parking Garage .................... 1 12,000,000 0.3 0.4 0.0 --- ---------------- ----- ----- ----- 385 $ 3,663,837,892 100.0% 100.0% 100.0% === ================ ===== ===== ===== </TABLE> - ---------- (1) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for the Mortgage Loans secured by more than one Mortgaged Property is based on allocated amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) A Mortgaged Property is classified as shadow anchored if it is located in close proximity to an anchored retail property. MORTGAGED PROPERTIES BY PROPERTY TYPE [PIE CHART OMITTED] Office ............................ 38.4% Retail ............................ 23.9 Multifamily ....................... 9.0 Hospitality ....................... 7.6 Industrial ........................ 6.2 Special Purpose ................... 5.6 Mixed Use ......................... 4.2 Self Storage ...................... 4.1 Healthcare ........................ 0.6 Parking Garage .................... 0.3 S-108 MORTGAGE LOAN HISTORY All of the Mortgage Loans will be acquired on the Closing Date by the Depositor from the Mortgage Loan Sellers. Wachovia Bank, National Association ("Wachovia"), in its capacity as a Mortgage Loan Seller, originated or acquired 135 of the Mortgage Loans, representing 80.2% of the Cut-Off Date Pool Balance (115 Mortgage Loans in Loan Group 1 or 80.2% of the Cut-Off Date Group 1 Balance and 20 Mortgage Loans in Loan Group 2 or 80.2% of the Cut-Off Date Group 2 Balance). Artesia Mortgage Capital Corporation ("Artesia") originated 37 of the Mortgage Loans, representing 11.1% of the Cut-Off Date Pool Balance (30 Mortgage Loans in Loan Group 1 or 10.9% of the Cut-Off Date Group 1 Balance and 7 Mortgage Loans in Loan Group 2 or 13.2% of the Cut-Off Date Group 2 Balance). CWCapital LLC ("CWCapital") originated or acquired 37 of the Mortgage Loans, representing 8.8% of the Cut-Off Date Pool Balance (33 Mortgage Loans in Loan Group 1 or 9.0% of the Cut-Off Date Group 1 Balance and 4 Mortgage Loans in Loan Group 2 or 6.6% of the Cut-Off Date Group 2 Balance). None of the Mortgage Loans were 30 days or more delinquent as of the Cut-Off Date, and no Mortgage Loan has been 30 days or more delinquent during the 12 months preceding the Cut-Off Date (or since the date of origination if such Mortgage Loan has been originated within the past 12 months). CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS Mortgage Rates; Calculations of Interest. All of the Mortgage Loans bear interest at rates (each a "Mortgage Rate") that will remain fixed for their remaining terms, provided, however, that after the applicable Anticipated Repayment Date, the interest rate on the related ARD Loans will increase as described in this prospectus supplement. See "--Amortization" below. Two hundred five (205) of the Mortgage Loans, representing 98.2% of the Cut-Off Date Pool Balance (174 Mortgage Loans in Loan Group 1 or 98.1% of the Cut-Off Date Group 1 Balance and all of the Mortgage Loans in Loan Group 2), accrue interest on the basis of the actual number of days elapsed over a 360-day year (an "Actual/360 basis"). Four (4) of the Mortgage Loans, representing 1.8% of the Cut-Off Date Pool Balance (1.9% of the Cut-Off Date Group 1 Balance), accrue interest on the basis of a 360-day year consisting of 12 thirty-day months (a "30/360 basis"). These Mortgage Loans are sometimes referred to in this prospectus supplement as the "30/360 Mortgage Loans". Sixty-one (61) of the Mortgage Loans, representing 36.2% of the Cut-Off Date Pool Balance (45 Mortgage Loans in Loan Group 1 or 34.1% of the Cut-Off Date Group 1 Balance and 16 Mortgage Loans in Loan Group 2 or 58.2% 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. Seventy (70) of the Mortgage Loans, representing 43.1% of the Cut-Off Date Pool Balance (45.6% of the Cut-Off Date Group 1 Balance and 16.8% of the Cut-Off Date Group 2 Balance), are interest-only for their entire term. Mortgage Loan Payments. Scheduled payments of principal and/or interest other than Balloon Payments (the "Periodic Payments") on all of the Mortgage Loans 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 (or in the case of 37 Mortgage Loans, the 1st day of the month or in the case of 1 Mortgage Loan, the 6th day of the month or in the case of 1 Mortgage Loan, the 7th day of the month or in the case of 1 Mortgage Loan, the 10th day of each calendar month). No Mortgage Loan has a grace period that extends payment beyond the 11th day of each calendar month. Amortization. Two hundred seven (207) of the Mortgage Loans provide for Periodic Payments based on amortization schedules significantly longer than their respective terms to maturity (the "Balloon Loans"), 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"). Seventy (70) of the Mortgage Loans, representing 43.1% of the Cut-Off Date Pool Balance (45.6% of the Cut-Off Date Group 1 Balance and 16.8% of the Cut-Off Date Group 2 Balance), provide for interest-only Periodic Payments for the entire term and do not amortize. Twenty-nine (29) of the Balloon Loans (the "ARD Loans"), representing 10.6% of the Cut-Off Date Pool Balance (10.8% of the Cut-Off Date Group 1 Balance and 7.9% of the Cut-Off Date Group 2 Balance), provide that if the unamortized principal amount thereof is not repaid on a date set forth in the S-109 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. Twenty-four (24) of the ARD Loans, representing 8.1% of the Cut-Off Date Pool Balance (23 Mortgage Loans in Loan Group 1 or 8.1% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 7.9% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only until the related Anticipated Repayment Date and do not provide for any amortization of principal before the related Anticipated Repayment Date. Any amount received in respect of Additional Interest will be distributed to the holders of the Class Z Certificates. Generally, Additional Interest will not be included in the calculations 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. Sixty-one (61) of the Balloon Loans and ARD Loans, representing 36.2% of the Cut-Off Date Pool Balance (45 Mortgage Loans in Loan Group 1 or 34.1% of the Cut-Off Date Group 1 Balance and 16 Mortgage Loans in Loan Group 2 or 58.2% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only for the first 12 to 60 months in the case of Loan Group 1 and in the case of Loan Group 2 the first 20 to 60 months of their respective terms followed by payments which amortize a portion of the principal balance of the Mortgage Loans by their related maturity dates or Anticipated Repayment Dates, as applicable, but not the entire principal balance of the Mortgage Loans. Seventy (70) of the Balloon Loans and ARD Loans, representing 43.1% of the Cut-Off Date Pool Balance (68 Mortgage Loans in Loan Group 1 or 45.6% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 16.8% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only until maturity or ARD and do not provide for any amortization of principal. Two (2) of the ARD Loans, representing 0.3% of the Cut-Off Date Pool Balance (0.4% of the Cut-Off Date Group 1 Balance), provide for payments throughout their respective terms which amortize a portion of the principal balance by their related Anticipated Repayment Dates, but not the entire principal balance of the Mortgage Loans. Prepayment Provisions. As of the Cut-Off Date, all of the Mortgage Loans restrict or prohibit voluntary principal prepayment. In general, all of the Mortgage Loans either (i) prohibit prepayment for most of the term of the Mortgage Loan but permit defeasance after a date specified in the related mortgage note for all or most of the remaining term (164 Mortgage Loans, or 64.4% of the Cut-Off Date Pool Balance (138 Mortgage Loans in Loan Group 1 or 63.8% of the Cut-Off Date Group 1 Balance and 26 Mortgage Loans in Loan Group 2 or 71.1% of the Cut-Off Date Group 2 Balance)); (ii) impose a yield maintenance charge for most or all of the remaining term (10 Mortgage Loans, or 16.3% of the Cut-Off Date Pool Balance (9 Mortgage Loans in Loan Group 1 or 17.1% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 8.9% of the Cut-Off Date Group 2 Balance)); (iii) prohibit prepayment for most of the term of the Mortgage Loan but permit defeasance or impose a yield maintenance charge for most of the remaining term at the borrower's option (16 Mortgage Loans, or 7.0% of the Cut-Off Date Pool Balance (7.6% of the Cut-Off Date Group 1 Balance)); (iv) prohibit prepayment until a date specified in the related mortgage note and then impose a yield maintenance charge for most of the remaining term (17 Mortgage Loans, or 6.4% of the Cut-Off Date Pool Balance (13 Mortgage Loans in Loan Group 1 or 5.1% of the Cut-Off Date Group 1 Balance and 4 Mortgage Loans in Loan Group 2 or 20.0% of the Cut-Off Date Group 2 Balance)); (v) impose a yield maintenance charge until a date specified and then permit defeasance for most of the remaining term (1 Mortgage Loan, or 5.6% of the Cut-Off Date Pool Balance (6.1% of the Cut-Off Date Group 1 Balance)); or (vi) prohibit prepayment until a date specified in the related mortgage note and permit defeasance before imposing a prepayment premium for most of the remaining term (1 Mortgage Loan or 0.2% of the Cut-Off Date Pool Balance (0.3% of the Cut-Off Date Group 1 Balance); provided that, for purposes of each of the S-110 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; provided, further, however, with respect to 4 Mortgage Loans, representing 0.6% of the Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 0.4% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 2.9% of the Cut-Off Date Group 2 Balance), funds available under letters of credit or in certain reserve accounts will be required to be used to pay down the principal balance of the related Mortgage Loan during the lockout period under certain circumstances. Prepayment Premiums and Yield Maintenance Charges, if and to the extent collected, will be distributed as described under "DESCRIPTION OF THE CERTIFICATES--Distributions--Allocation of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. The Depositor makes no representation as to the enforceability of the provisions of any Mortgage Note requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of the collectability of any Prepayment Premium or Yield Maintenance Charge. Certain state laws limit the amounts that a mortgagee may collect from a borrower as an additional charge in connection with the prepayment of a mortgage loan. The Mortgage Loans generally do not require the payment of Prepayment Premiums or Yield Maintenance Charges in connection with a prepayment, in whole or in part, of the related Mortgage Loan as a result of or in connection with a total casualty or condemnation. Furthermore, the enforceability, under the laws of a number of states, of provisions providing for payments comparable to the Prepayment Premiums and/or Yield Maintenance Charges upon an involuntary prepayment is unclear. No assurance can be given that, at the time a Prepayment Premium or Yield Maintenance Charge is required to be made on a Mortgage Loan in connection with an involuntary prepayment, any obligation to pay such Prepayment Premium or Yield Maintenance Charge will be enforceable under applicable state law. The Mortgage Loans included in the Trust Fund provide that, in the event of a partial prepayment of such Mortgage Loan due to the receipt of insurance proceeds or a condemnation award in connection with a casualty or condemnation, the monthly debt service payment of such Mortgage Loan will remain unchanged. See "RISK FACTORS--Prepayments Will Affect Your Yield" in this prospectus supplement. One hundred eighty-two (182) of the Mortgage Loans, representing 77.2% of the Cut-Off Date Pool Balance (156 Mortgage Loans in Loan Group 1 or 77.8% of the Cut-Off Date Group 1 Balance and 26 Mortgage Loans in Loan Group 2 or 71.1% 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. Mortgage Loans secured by more than one Mortgaged Property which provide for partial defeasance generally require that, among other things, (i) prior to the release of a related Mortgaged Property (or a portion thereof), a specified percentage (generally between 115% and 125%) of the allocated loan amount for such Mortgaged Property be defeased and (ii) that certain debt service coverage ratios and loan-to-value ratio tests be satisfied with respect to the remaining Mortgaged Properties after the defeasance. In general, "Defeasance Collateral" is required to consist of United States government obligations that provide for payments on or prior, but as close as possible, to all successive Due Dates and the scheduled maturity date (or the Anticipated Repayment Date in the case of the ARD Loans) (provided that in the case of certain Mortgage Loans, such defeasance payments may cease at the beginning of the open prepayment period with respect to such Mortgage Loan, and the final payment on the Defeasance Collateral may be sufficient to fully prepay the Mortgage Loan), with each such payment being equal to or greater than (with any excess to be returned to the borrower (in some cases, after the related Mortgage Loan is paid in full)) the Periodic Payment due on such date or (i) in the case of a Balloon Loan on the scheduled maturity date, the Balloon Payment, or (ii) in the case of an ARD Loan, the principal balance on its Anticipated Repayment Date. The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer to require each borrower that proposes to prepay its Mortgage Loan to pledge Defeasance Collateral in lieu of making a prepayment, to the extent the related Mortgage Loan documents enable the Master Servicer or the Special Servicer, as applicable, to make such requirement, but in each case subject to certain conditions, including that the S-111 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. With respect to one Mortgage Loan (loan number 24), representing 0.9% of the Cut-Off Date Pool Balance (1.0% of the Cut-Off Date Group 1 Balance), in the event that the related borrower does not satisfy certain economic performance criteria specified in the related Mortgage Loan documents within six months after the origination date, an upfront reserve in the original amount of $6,050,000 is required to be applied to reduce the outstanding principal balance of the Mortgage Loan and to pay any related Yield Maintenance Premium, in which event the amortization schedule will be recast and the monthly debt service payments on the Mortgage Loan will be adjusted. With respect to one Mortgage Loan (loan number 88), representing 0.2% of the Cut-Off Date Pool Balance (2.7% of the Cut-Off Date Group 2 Balance), in the event that the related borrower does not satisfy certain economic performance criteria specified in the related Mortgage Loan documents within 12 months after the origination date, an upfront reserve in the original amount of $1,100,000 is required to be applied to reduce the outstanding principal balance of the Mortgage Loan and to pay any related Yield Maintenance Premium, in which event the amortization schedule will be recast and the monthly debt service payments on the Mortgage Loan will be adjusted. Neither the Master Servicer nor the Special Servicer is permitted to waive or modify the terms of any Mortgage Loan prohibiting voluntary prepayments during a Lockout Period or requiring the payment of a Prepayment Premium or Yield Maintenance Charge except under the circumstances described in "SERVICING OF THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this prospectus supplement. Other Financing. With limited exceptions, all of the Mortgage Loans prohibit the related borrower from encumbering the Mortgaged Property with additional secured debt without the mortgagee's prior consent and, also with limited exceptions, prohibit the entities with a controlling interest in the related borrower from pledging their interests in such borrower as security for mezzanine debt. With respect to 1 Mortgage Loan (loan number 28), representing approximately 0.7% of the Cut-Off Date Pool Balance (7.9% of the Cut-Off Date Group 2 Balance), there is existing subordinated debt secured by the Mortgaged Property and a pledge of the equity interests in the borrower, subject to the terms of a subordination and standstill agreement in favor of the mortgage, and the holder of the subordinate debt has certain cure rights with respect to defaults of the mortgage loan and a purchase option right in the event of a default under the Mortgage Loan. Four (4) Mortgage Loans (loan numbers 10, 67, 83 and 102), representing 3.1% of the Cut-Off Date Pool Balance (3.4% of the Cut-Off Date Group 1 Balance), provide that under certain circumstances the related borrower may encumber the related Mortgaged Property with subordinate debt in the future with the consent of the mortgagee. With respect to 5 Mortgage Loans (loan numbers 14, 23, 51, 140 and 146), representing approximately 3.2% of the Cut-Off Date Pool Balance (3.4% of the Cut-Off Date Group 1 Balance), the loan documents provide that the borrower may incur additional unsecured debt other than in the ordinary course of business. With respect to 4 Mortgage Loans (loan numbers 2, 5, 23 and 29), representing approximately 10.7% of the Cut-Off Date Pool Balance (11.8% of the Cut-Off Date Group 1 Balance), the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt subject to the terms of an intercreditor agreement entered into in favor of the mortgagee. With respect to the U-Haul Portfolio Loan (loan numbers 87, 95, 96, 100, 101 and 108), representing 1.2% of the Cut-Off Date Pool Balance (1.3% of the Cut-Off Date Group 1 Balance), it is anticipated that a mezzanine loan in the original principal amount of $50,000,000 will be originated, secured by the S-112 ownership interests of certain indirect owners of the related borrower, with an initial advance of $20,000,000. An affiliate of CWCapital, the special servicer and the initial controlling class representative, is expected to purchase the mezzanine debt in August 2005. The mezzanine borrower will be entitled to request additional advances under the mezzanine loan documents aggregating not in excess of $30,000,000, which the mezzanine lender may make available in its sole and absolute discretion and subject to such conditions as the mezzanine lender elects in its sole and absolute discretion. With respect to 25 Mortgage Loans (loan numbers 2, 3, 7, 9, 11, 13, 17, 18, 21, 42, 54, 61, 64, 70, 73, 87, 95, 96, 100, 101, 108, 120, 147, 183 and 195), representing approximately 27.4% of the Cut-Off Date Pool Balance (19 Mortgage Loans in Loan Group 1 or 28.3% of the Cut-Off Date Group 1 Balance and 6 Mortgage Loans in Loan Group 2 or 18.1% of the Cut-Off Date Group 2 Balance), the related Mortgage Loan documents provide that, under certain circumstances (which may include satisfaction of DSCR and LTV tests), 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 or intercreditor agreement to be 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. In addition, with respect to the Co-Lender Loans, the related Mortgaged Property also secures one or more Companion Loans. See "--Co-Lender Loans" in this prospectus supplement. Nonrecourse Obligations. The Mortgage Loans are generally nonrecourse obligations of the related borrowers and, upon any such borrower's default in the payment of any amount due under the related Mortgage Loan, the holder thereof may look only to the related Mortgaged Property for satisfaction of the borrower's obligations. In addition, in those cases where recourse to a borrower or guarantor is purportedly permitted, the Depositor has not undertaken an evaluation of the financial condition of any such person, and prospective investors should therefore consider all of the Mortgage Loans to be nonrecourse. Due-On-Sale and Due-On-Encumbrance Provisions. Substantially all of the Mortgages contain "due-on-sale" and "due-on-encumbrance" clauses that, in general, permit the holder of the Mortgage to accelerate the maturity of the related Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property or prohibit the borrower from doing so without the consent of the holder of the Mortgage. However, certain of the Mortgage Loans may permit one or more transfers of the related Mortgaged Property or the transfer of a controlling interest in the related borrower to pre-approved transferees or pursuant to pre-approved conditions without the approval of the mortgagee, and certain Mortgage Loans may not prohibit transfers of limited partnership interests or non-managing member interests in the related borrowers. For example, the terms of 1 Mortgage Loan (loan number 18), representing 1.2% of the Cut-Off Date Pool Balance (1.3% of the Cut-Off Date Group 1 Balance), permit the borrowers to transfer their interests in the related Mortgaged Property to Evansville Pavilion, LLC, subject to certain conditions in the Mortgage Loan documents. As provided in, and subject to, the Pooling and Servicing Agreement, the Special Servicer will determine, in a manner consistent with the servicing standard described under "SERVICING OF THE MORTGAGE LOANS--General" in this prospectus supplement whether to exercise any right the mortgagee may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property. Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans. Nine (9) groups of Mortgage Loans, the Extra Space Portfolio (loan numbers 48, 76, 82, 93, 99, 105, 106, 114, 122, 123, 134, 153, 159, 191 and 199), representing in the aggregate 2.7% of the Cut-Off Date Pool Balance (3.0% of the Cut-Off Date Group 1 Balance), the U-Haul Portfolio (loan numbers 87, 95, 96, 100, 101 and 108), representing in the aggregate 1.2% of the Cut-Off Date Pool Balance (1.3% of the Cut-Off Date Group 1 Balance), the Lakewood Marketplace Portfolio (loan numbers 49, 84, 121 and 125), representing in the aggregate 1.0% of the Cut-Off Date Pool Balance (1.1% S-113 of the Cut-Off Date Group 1 Balance), the CLF Portfolio (loan numbers 38 and 62), representing in the aggregate 0.9% of the Cut-Off Date Pool Balance (1.0% of the Cut-Off Date Group 1 Balance), the Cole Portfolio (loan numbers 139, 178, 180, 185, 190, 194, 207, 208 and 209), representing in the aggregate 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), the Summit Healthcare Portfolio (loan numbers 117, 129 and 165), representing in the aggregate 0.4% of the Cut-Off Date Pool Balance (0.4% of the Cut-Off Date Group 1 Balance), the Orfalea-Carpenteria Office Portfolio (loan numbers 50 and 126), representing in the aggregate 0.6% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), the Brentwood & Woodway Portfolio (loan numbers 46 and 65), representing in the aggregate 0.8% of the Cut-Off Date Pool Balance (0.9% of the Cut-Off Date Group 1 Balance) and the Ruh-Merrionette Park Office Portfolio (loan numbers 104 and 115), representing in the aggregate 0.3% of the Cut-Off Date Pool Balance (0.4% of the Cut-Off Date Group 1 Balance) are groups of Mortgage Loans that are cross-collateralized and cross-defaulted with each of the other Mortgage Loans in their respective groups. 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. 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. In addition, 8 Mortgage Loans (loan numbers 2, 5, 8, 59, 64, 111, 132, 135 and 186), representing in the aggregate 13.1% of the Cut-Off Date Pool Balance (14.4% of the Cut-Off Date Group 1 Balance), 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. With respect to the Orfalea-Carpenteria Office Portfolio and the Ruh-Merrionette Park Office Portfolio, the related Mortgage Loan documents provide that the respective cross-default and cross-collateralization provisions may be terminated; provided that, among other things, (i) no event of default exists; (ii) rating agency confirmation that the release of the cross will not result in a downgrade, withdrawal or qualification of the then current ratings assigned to the certificates is received and (iii) the satisfaction of certain financial tests, including DSC Ratio and loan-to-value tests are satisfied. In addition, while the Mortgage Loans in the Lakewood Marketplace Portfolio and the Summit Healthcare Portfolio were underwritten as crossed loans, the related Mortgage Loans may be uncrossed by the related borrowers upon the satisfaction of certain conditions in the related Mortgage Loan documents. 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. The terms of one Mortgage Loan (loan number 64), representing 0.4% of the Cut-Off Date Pool Balance (0.4% of the Cut-Off Date Group 1 Balance), permit the related borrower to release the portion of the related Mortgaged Property on which a restaurant is located, upon payment of a release price of 100% of the allocated loan amount for such Mortgaged Property to be released; provided that after giving effect to such release and prepayment, the debt service coverage ratio for the remaining Mortgaged Property will equal at least the greater of the debt service coverage ratio immediately prior to the prepayment and the debt service coverage ratio as of the origination date. The terms of 6 Mortgage Loans (loan numbers 87, 95, 96, 100, 101 and 108), representing 1.2% of the Cut-Off Date Pool Balance (1.3% of the Cut-Off Date Group 1 Balance), provide that in the event of a casualty or condemnation resulting in insurance proceeds that are applied to reduce the principal balance of the Mortgage Loan, the individual Mortgaged Property that was the subject of the casualty of condemnation may be released upon payment a release price of 125% of the allocated loan amount for such Mortgaged Property. S-114 Substitutions. Certain of the Mortgage Loans permit the related borrowers to substitute Mortgaged Properties of like kind of quality for the properties securing the related Mortgage Loans, upon mortgagee consent and subject to certain conditions, including loan-to-value tests, debt service coverage tests, 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 May Lead to Increased Risks" in this prospectus supplement. CERTAIN STATE SPECIFIC CONSIDERATIONS Thirty-one (31) of the Mortgaged Properties, representing 22.1% of the Cut-Off Date Pool Balance (24.2% of the Cut-Off Date Group 1 Balance) are located in Virginia. Foreclosure of the lien of a deed of trust in Virginia typically and most efficiently is accomplished by a non-judicial trustee's sale under a power of sale provision in the deed of trust. Judicial foreclosure also can be, but seldom is, used. In a non-judicial foreclosure, written notice to the borrower and other lienholders of record and newspaper advertisement of the trustee's sale, containing certain information, must be given for the time period prescribed in the deed of trust, but subject to statutory minimums. After such notice, the Master Servicer on behalf of the Trustee may sell the real estate at public auction. Although rarely used in Virginia, in a judicial foreclosure, after notice to all interested parties, a full hearing and judgment in favor of the lienholder, the court orders a foreclosure sale to be conducted by a court-appointed commissioner in chancery or other officer. In either type of foreclosure sale, upon consummation of the foreclosure, the borrower has no right to redeem the property. A deficiency judgment for a recourse loan may be obtained. Further, under Virginia law, under certain circumstances and for certain time periods, a lienholder may petition the court for the appointment of a receiver to collect, protect and disburse the real property's rents and revenues and otherwise to maintain and preserve the real property, pursuant to the court's instructions. The decision to appoint a receiver is solely within the court's discretion, regardless of what the deed of trust provides. ASSESSMENTS OF PROPERTY CONDITION Property Inspections. Generally, the Mortgaged Properties were inspected by or on behalf of the Mortgage Loan Sellers in connection with the origination or acquisition of the related Mortgage Loans to assess their general condition. No inspection revealed any patent structural deficiency or any deferred maintenance considered material and adverse to the value of the Mortgaged Property as security for the related Mortgage Loan, except in such cases where adequate reserves have been established. Appraisals. All of the Mortgaged Properties were appraised by a state-certified appraiser or an appraiser belonging to the Appraisal Institute in accordance with the Federal Institutions Reform, Recovery and Enforcement Act of 1989. The primary purpose of each appraisal was to provide an opinion as to the market value of the related Mortgaged Property. There can be no assurance that another appraiser would have arrived at the same opinion of market value. Environmental Assessments. A "Phase I" environmental site assessment was performed by independent environmental consultants with respect to each Mortgaged Property in connection with the origination of the related Mortgage Loans. "Phase I" environmental site assessments generally do not include environmental testing. In certain cases, environmental testing, including in some cases a "Phase II" environmental site assessment as recommended by such "Phase I" assessment, was performed. Generally, in each case where environmental assessments recommended corrective action, the originator of the Mortgage Loan determined that the necessary corrective action had been undertaken in a satisfactory manner, was being undertaken in a satisfactory manner or that such corrective action would be adequately addressed post-closing. In some instances, the originator required that reserves be established to cover the estimated cost of such remediation or an environmental insurance policy was obtained from a third party. 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. 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 S-115 structure, exterior walls, roofing, interior structure and mechanical and electrical systems. The resulting reports indicated deferred maintenance items and/or recommended capital improvements on the Mortgaged Properties. Generally, with respect to a majority of Mortgaged Properties, the related borrowers were required to deposit with the lender an amount equal to at least 100% of the licensed engineer's estimated cost of the recommended repairs, corrections or replacements to assure their completion; provided, however, the mortgagee may waive such required deposits under certain circumstances. 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. Fifteen (15) Mortgage Loans (loan number 1 (the "AmericasMart Loan"), loan number 2 (the "NGP Rubicon GSA Pool Loan"), loan number 3 (the "1000 & 1100 Wilson Loan"), loan number 14 (the "Westfield San Francisco Centre Loan"), loan number 15 (the "101 Avenue of the Americas Loan"), loan numbers 87, 95, 96, 100, 101 and 108 (collectively, the "U-Haul Portfolio Loan"), loan number 19 (the "Monument I at WorldGate Loan"), loan number 32 (the "Hilton Garden Inn -- Staten Island, NY Loan"), loan number 38 (the "Tollway Office Center II Loan") and loan number 62 (the "Rapp Collins Worldwide Building Loan")) (collectively, the "Co-Lender Loans") originated by Wachovia Bank, National Association (except for the NGP Rubicon GSA Pool Loan and the U-Haul Portfolio Loan, which were originated by Artesia Mortgage Capital Corporation and Morgan Stanley Mortgage Capital Inc., respectively) 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 Pari Passu Companion Loan") that is pari passu in right of entitlement to payment with the AmericasMart Loan. The AmericasMart Pari Passu 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 $204,416, 548, representing 5.6% of the Cut-Off Date Pool Balance (6.1% of the Cut-Off Date Group 1 Balance). The AmericasMart Pari Passu Companion Loan will not be included in the Trust Fund. See "--Twenty Largest Mortgage Loans--AmericasMart" below. The NGP Rubicon GSA Pool Loan is part of a split loan structure, which has 1 companion loan (the "NGP Rubicon GSA Pool Pari Passu Companion Loan") that is pari passu in right of entitlement to payment with the NGP Rubicon GSA Pool Loan. The NGP Rubicon GSA Pool Pari Passu Companion Loan and the NGP Rubicon GSA Pool Loan are referred to collectively herein as the "NGP Rubicon GSA Pool Whole Loan". The NGP Rubicon GSA Pool Loan has a Cut-Off Date Balance of $194,500,000, representing 5.3% of the Cut-Off Date Pool Balance (5.8% of the Cut-Off Date Group 1 Balance). The NGP Rubicon GSA Pool Pari Passu Companion Loan will not be included in the Trust Fund. See "--Twenty Largest Mortgage Loans--NGP Rubicon GSA Pool" below. The 1000 & 1100 Wilson Loan is part of a split loan structure, which has 1 companion loan (the "1000 & 1100 Wilson Pari Passu Companion Loan") that is pari passu in right of entitlement to payment with the 1000 & 1100 Wilson Loan. The 1000 & 1100 Wilson Pari Passu Companion Loan and the 1000 & 1100 Wilson Loan are referred to collectively herein as the "1000 & 1100 Wilson Whole Loan"). The 1000 & 1100 Wilson Loan has a Cut-Off Date Balance of $182,500,000, representing 5.0% of the Cut-Off Date Pool Balance (5.5% of the Cut-Off Date Group 1 Balance). The 1000 & 1100 Wilson Pari Passu Companion Loan will not be included in the Trust Fund. See "--Twenty Largest Mortgage Loans--1000 & 1100 Wilson" below. S-116 The Westfield San Francisco Centre Loan is part of a split loan structure, which has 1 companion loan (the "Westfield San Francisco Centre Pari Passu Companion Loan") that is pari passu in right of entitlement to payment with the Westfield San Francisco Centre Loan. The Westfield San Francisco Centre Pari Passu Companion Loan and the Westfield San Francisco Centre Loan are referred to collectively herein as the "Westfield San Francisco Centre Whole Loan". The Westfield San Francisco Centre Loan has a Cut-Off Date Balance of $60,000,000, representing 1.6% of the Cut-Off Date Pool Balance (1.8% of the Cut-Off Date Group 1 Balance). The Westfield San Francisco Centre Pari Passu Companion Loan will not be included in the Trust Fund. See "--Twenty Largest Mortgage Loans-- Westfield San Francisco Centre" below. The 101 Avenue of the Americas Loan is part of a split loan structure, which has 1 companion loan (the "101 Avenue of the Americas Pari Passu Companion Loan") that is pari passu in right of entitlement to payment with the 101 Avenue of the Americas Loan. The 101 Avenue of the Americas Pari Passu Companion Loan and the 101 Avenue of the Americas Loan are referred to collectively herein as the "101 Avenue of the Americas Whole Loan". The 101 Avenue of the Americas Loan has a Cut-Off Date Balance of $59,813,870, representing 1.6% of the Cut-Off Date Pool Balance (1.8% of the Cut-Off Date Group 1 Balance). The 101 Avenue of the Americas Pari Passu Companion Loan will not be included in the Trust Fund. See "--Twenty Largest Mortgage Loans--101 Avenue of the Americas" below. The U-Haul Portfolio Loan is part of a split loan structure, which has 6 companion loans (collectively, the "U-Haul Portfolio Pari Passu Companion Loan") that are pari passu in right of entitlement to payment with the U-Haul Portfolio Loan. The U-Haul Portfolio Pari Passu Companion Loan and the U-Haul Portfolio Loan are referred to collectively herein as the "U-Haul Portfolio Whole Loan". The U-Haul Portfolio Loan has a Cut-Off Date Balance of $44,937,023, representing 1.2% of the Cut-Off Date Pool Balance (1.3% of the Cut-Off Date Group 1 Balance). The U-Haul Portfolio Pari Passu Companion Loan will not be included in the Trust Fund. See "--Twenty Largest Mortgage Loans--U-Haul Portfolio" below. Three (3) Mortgage Loans (each of the Monument I at WorldGate Loan, the Tollway Office Center II Loan and the Rapp Collins Worldwide Building Loan (collectively, the "Caplease Loans")) are part of split loan structures, which, in each case, have 1 companion loan (each, a "Caplease Companion Loan") that is subordinate in its right of entitlement to payment to the related Caplease Loan. Notwithstanding the immediately preceding sentence, the holder of a Caplease Companion Loan has agreed to subordinate its interests in certain respects to the related Caplease Loan, subject to its prior right to receive proceeds of a claim for accelerated future rent payments payable upon a default under the related lease (a "Defaulted Lease Claim"). See "--Caplease Loans" below. Capital Lease, LP ("Caplease"), is the holder of the Caplease Companion Loans, but may elect to sell the Caplease Companion Loans at any time. See "RISK FACTORS--Potential Conflicts of Interest" in this prospectus supplement. In addition, Wachovia Bank, National Association owns an equity interest in Caplease and provides financing to Caplease secured by, among other things, the Caplease Companion Loans. The Hilton Garden Inn -- Staten Island, NY Loan is part of a split loan structure, which has 1 companion loan (the "Hilton Garden Inn -- Staten Island, NY Companion Loan") that is subordinate in its right of entitlement to payment to the Hilton Garden Inn -- Staten Island, NY Loan to the extent described in this prospectus supplement. The AmericasMart Pari Passu Companion Loan, the NGP Rubicon GSA Pool Pari Passu Companion Loan, the 1000 & 1100 Wilson Pari Passu Companion Loan, the Westfield San Francisco Centre Pari Passu Companion Loan, the 101 Avenue of the Americas Pari Passu Companion Loan, the U-Haul Portfolio Pari Passu Companion Loan, the Hilton Garden Inn -- Staten Island, NY Companion Loan and the Caplease Companion Loans are referred to herein as the "Companion Loans". None of the Companion Loans are included in the Trust Fund. The AmericasMart Pari Passu Companion Loan, the NGP Rubicon GSA Pool Pari Passu Companion Loan, the 1000 & 1100 Wilson Pari Passu Companion Loan, the Westfield San Francisco Centre Pari Passu Companion Loan, the 101 Avenue of the Americas Pari Passu Companion Loan and the U-Haul Portfolio Pari Passu Companion Loan are collectively referred to herein as the "Pari Passu Companion Loans" and the AmericasMart Loan, the NGP Rubicon GSA Pool Loan, the 1000 & 1100 Wilson Loan, the Westfield San Francisco Centre Loan, the 101 Avenue S-117 of the Americas Loan and the U-Haul Portfolio Loan are collectively referred to herein as the "Pari Passu Loans". The NGP Rubicon GSA Pool Pari Passu Companion Loan, the 1000 & 1100 Wilson Pari Passu Companion Loan and the Westfield San Francisco Centre Pari Passu Companion Loan are collectively referred to as the "Serviced Pari Passu Companion Loans". The AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan are collectively referred to as the "Non-Serviced Pari Passu Loans". The Companion Loans, except for the Pari Passu Companion Loans, are collectively referred to herein as the "Subordinate Companion Loans". The Hilton Garden Inn -- Staten Island, NY Loan together with the Hilton Garden Inn -- Staten Island, NY Companion Loan is referred to in this prospectus supplement as the "Hilton Garden Inn -- Staten Island, NY Whole Loan". The Caplease Loans together with their respective Caplease Companion Loans are referred to herein as the "Caplease Whole Loans". The AmericasMart Whole Loan, the NGP Rubicon GSA Pool Whole Loan, the 1000 & 1100 Wilson Whole Loan, the Westfield San Francisco Centre Whole Loan, the 101 Avenue of the Americas Whole Loan, the U-Haul Portfolio Whole Loan, the Hilton Garden Inn -- Staten Island, NY Whole Loan and each Caplease Whole Loan are referred to in this prospectus supplement individually as a "Whole Loan" and collectively as the "Whole Loans". The trust fund relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C19 transaction (the "2005-C19 Transaction" and the related trust fund, the "2005-C19 Trust Fund") is the holder of the AmericasMart Pari Passu Companion Loan. The trust fund relating to the LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C3 transaction (the "LB-UBS 2005-C3 Transaction" and the related trust fund, the "LB-UBS 2005-C3 Trust Fund") is the holder of the 101 Avenue of the Americas Pari Passu Companion Loan. The trust fund relating to the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-HQ6 transaction (the "MSCI 2005-HQ6 Transaction" and the related trust fund, the "MSCI 2005-HQ6 Trust Fund") is the holder of the U-Haul Portfolio Pari Passu Companion Loan. With respect to the AmericasMart Loan, the NGP Rubicon GSA Pool Loan, the 1000 & 1100 Wilson Loan, the Westfield San Francisco Centre Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, the terms of the related intercreditor agreement (the "AmericasMart Intercreditor Agreement", the "NGP Rubicon GSA Pool Intercreditor Agreement", the "1000 & 1100 Wilson Intercreditor Agreement", the "Westfield San Francisco Centre Intercreditor Agreement", the "101 Avenue of the Americas Intercreditor Agreement" and the "U-Haul Portfolio Intercreditor Agreement", respectively) (each, a "Pari Passu Loan Intercreditor Agreement"), provide that each Pari Passu Loan and the related Pari Passu Companion Loan are of equal priority with each other and no portion of either loan will have priority or preference over the other. With respect to the Hilton Garden Inn -- Staten Island, NY Loan, the terms of the related intercreditor agreement (the "Hilton Garden Inn -- Staten Island, NY Intercreditor Agreement") provide that the Hilton Garden Inn -- Staten Island, NY Companion Loan is subordinate in certain respects to the Hilton Garden Inn -- Staten Island, NY Loan. With respect to the Caplease Loans, the terms of the related intercreditor agreements (each a "Caplease Intercreditor Agreement" and collectively, the "Caplease Intercreditor Agreements") provide that the Caplease Companion Loans are subordinate in certain respects to the Caplease Loans. The Pari Passu Loan Intercreditor Agreements, the Hilton Garden Inn -- Staten Island, NY Intercreditor Agreement and the Caplease Intercreditor Agreements are individually referred to in this prospectus supplement as an "Intercreditor Agreement" and collectively as the "Intercreditor Agreements". S-118 The following table presents certain information with respect to the Co-Lender Loans: <TABLE> CUT-OFF DATE CUT-OFF DATE PRINCIPAL CUT-OFF DATE PRINCIPAL BALANCE OF PRINCIPAL WHOLE LOAN WHOLE LOAN BALANCE OF SENIOR BALANCE OF UNDERWRITTEN CUT-OFF DATE MORTGAGE LOAN MORTGAGE LOAN COMPONENT WHOLE LOAN DSCR LTV - ------------------------------------ --------------- --------------- --------------- -------------- ------------- AmericasMart ....................... $204,416,548 $408,833,097 $408,833,097 2.28x 56.0% NGP Rubicon GSA Pool ............... $194,500,000 $389,000,000 $389,000,000 1.27x 79.9% 1000 & 1100 Wilson ................. $182,500,000 $365,000,000 $365,000,000 1.48x 73.9% Westfield San Francisco Centre ..... $ 60,000,000 $120,000,000 $120,000,000 2.47x 53.1% 101 Avenue of the Americas ......... $ 59,813,870 $149,534,674 $149,534,674 1.70x 59.8% U-Haul Portfolio ................... $ 44,937,023 $239,664,122 $239,664,122 1.42x 74.0% Monument I at WorldGate ............ $ 41,700,000 $ 41,700,000 $ 48,001,440 1.01x 86.5% Hilton Garden Inn -- Staten Island, NY ................. $ 22,961,598 $ 22,961,598 $ 31,961,598 1.42x 74.5% Tollway Office Center II ........... $ 20,925,000 $ 20,925,000 $ 23,804,169 1.00x 84.1% Rapp Collins Worldwide Building..... $ 13,575,000 $ 13,575,000 $ 15,078,638 0.96x 88.2% </TABLE> Pari Passu Loans Servicing Provisions of the Pari Passu Loan Intercreditor Agreements. With respect to the Serviced Pari Passu Loans, the Master Servicer and the Special Servicer will adminster each Serviced Pari Passu Loan and its related Pari Passu Companion Loan pursuant to the Pooling and Servicing Agreement and the related Serviced Pari Passu Loan Intercreditor Agreement for so long as such Serviced Pari Passu Loan is part of the Trust Fund. The holder of each Pari Passu Companion Loan or an advisor on its behalf will generally share certain of the rights that the Controlling Class Representative has with respect to directing the Master Servicer and/or Special Servicer with respect to the servicing of the related Serviced Pari Passu Loan. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. With respect to the AmericasMart Loan, the 2005-C19 Master Servicer and the 2005-C19 Special Servicer will administer the AmericasMart Loan and its related Pari Passu Companion Loan pursuant to the 2005-C19 Pooling and Servicing Agreement and the related Pari Passu Intercreditor Agreement for so long as such AmericasMart Pari Passu Companion Loan is part of the 2005-C19 Trust Fund. The Controlling Class Representative or an advisor on its behalf will generally share certain of the rights that the 2005-C19 Controlling Class Representative has with respect to directing the 2005-C19 Master Servicer and/or 2005-C19 Special Servicer with respect to the servicing of the AmericasMart Pari Passu Loan. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. In addition, the holder of the Westfield San Francisco Centre Pari Passu Companion Loan will have the right to replace the Special Servicer with respect to the Westfield San Francisco Centre Whole Loan. With respect to the 101 Avenue of the Americas Loan, the LB-UBS 2005-C3 Master Servicer and the LB-UBS 2005-C3 Special Servicer will administer the 101 Avenue of the Americas Loan and its related Pari Passu Companion Loan pursuant to the LB-UBS 2005-C3 Pooling and Servicing Agreement and the related Pari Passu Intercreditor Agreement for so long as such 101 Avenue of the Americas Pari Passu Loan is part of the LB-UBS 2005-C3 Trust Fund. The Controlling Class Representative will be entitled to consult with the LB-UBS 2005-C3 Master Servicer and the LB-UBS 2005-C3 Special Servicer with respect to certain actions relating to the 101 Avenue of the Americas Loan; provided, however, following the required consultation, in the event that the LB-UBS 2005-C3 Master Servicer or the LB-UBS 2005-C3 Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the holders of the 101 Avenue of the Americas Pari Passu Companion Loan and the 101 Avenue of the Americas Loan (as a collective whole), such servicer may take any such action, to the extent consistent with accepted servicing practices, without waiting for the Controlling Class Representative's response. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. S-119 With respect to the U-Haul Portfolio Loan, the MSCI 2005-HQ6 Master Servicer and the MSCI 2005-HQ6 Special Servicer will be required to administer the U-Haul Portfolio Loan and the U-Haul Portfolio Pari Passu Companion Loan pursuant to the MSCI 2005-HQ6 Pooling and Servicing Agreement and the related Pari Passu Intercreditor Agreement for so long as such U-Haul Portfolio Pari Passu Companion Loan is part of the MSCI 2005-HQ6 Trust Fund. The Controlling Class Representative through the Special Servicer will be entitled to consult with the MSCI 2005-HQ6 Special Servicer with respect to any proposed action to be taken in respect of the U-Haul Portfolio Whole Loan; provided, however, that in the event the MSCI 2005-HQ6 Special Servicer determines that immediate action is necessary, such servicer may determine what action to take without waiting for the Special Servicer's response. If no agreement is reached after certain specified time periods, the MSCI 2005-HQ6 Special Servicer is entitled to take such action as recommended by the MSCI 2005-HQ6 Controlling Class Representative to the extent consistent with accepted servicing practices. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" and "--Servicing of the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan" in this prospectus supplement. Application of Payments. Pursuant to each Pari Passu Loan Intercreditor Agreement, all payments, proceeds and other recoveries on or in respect of a Pari Passu Loan and/or the related Pari Passu Companion Loan (subject in each case to the rights of the 2005-C19 Master Servicer, the 2005-C19 Special Servicer, the 2005-C19 Trustee, the LB-UBS 2005-C3 Master Servicer, the LB-UBS 2005-C3 Special Servicer, the LB-UBS 2005-C3 Trustee, the MSCI 2005-HQ6 Master Servicer, the MSCI 2005-HQ6 Special Servicer, the MSCI 2005-HQ6 Trustee, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent to payments and reimbursements as set forth in the Pooling and Servicing Agreement, the 2005-C19 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Pooling and Servicing Agreement and the MSCI 2005-HQ6 Pooling and Servicing Agreement, as applicable) will be applied to such Pari Passu Loan and the related Pari Passu Companion Loan on a pro rata basis according to their respective principal balances. Purchase Option of Holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan. In accordance with the related Intercreditor Agreement, the holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan has an assignable purchase option with respect to the NGP Rubicon GSA Pool Loan at any time prior to foreclosure or acceptance of a deed in lieu of foreclosure of the related Mortgaged Properties in the event that the NGP Rubicon GSA Pool Whole Loan is being specially serviced and any monthly debt service payment thereon is at least 60 days delinquent. The applicable purchase option price will, in general, equal the aggregate of the outstanding principal balance of the NGP Rubicon GSA Pool Loan, together with (a) all accrued and unpaid interest thereon at the related mortgage interest rate (but not any default interest in excess thereof), (b) any outstanding servicing advances with respect thereto, (c) any interest on those servicing advances and on any outstanding monthly debt service advances with respect to the NGP Rubicon GSA Pool Loan, and (d) any amount in respect of special servicing compensation due with respect to the NGP Rubicon GSA Pool Loan; provided that no liquidation fee to any servicer or special servicer will be due and payable if the NGP Rubicon GSA Pool Loan is purchased within 60 days of the transfer of the NGP Rubicon GSA Pool Whole Loan to special servicing. Application of Amounts Paid to Trust Fund. On or before each distribution date, amounts payable to the Trust Fund 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; and in the case of the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, such amounts will be applied and distributed in accordance with the 2005-C19 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Pooling and Servicing Agreement and the MSCI 2005-HQ6 Pooling and Servicing Agreement, respectively. S-120 Hilton Garden Inn -- Staten Island, NY Loan Servicing Provisions of the Hilton Garden Inn -- Staten Island, NY Intercreditor Agreement. With respect to the Hilton Garden Inn -- Staten Island, NY Whole Loan, the Master Servicer and the Special Servicer will service and administer the Hilton Garden Inn -- Staten Island, NY Loan and the Hilton Garden Inn -- Staten Island, NY Companion Loan, in each case pursuant to the Pooling and Servicing Agreement and the Hilton Garden Inn -- Staten Island, NY Intercreditor Agreement for so long as the Hilton Garden Inn -- Staten Island, NY Loan is part of the Trust Fund. If the principal amount of the Hilton Garden Inn -- Staten Island, NY Companion Loan, less any existing Appraisal Reduction Amount, is at least equal to 25% of the original principal amount of the Hilton Garden Inn -- Staten Island, NY Companion Loan, the holder of the Hilton Garden Inn -- Staten Island, NY 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 that are generally consistent with the consent and consultation rights of the Controlling Class Representative. 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 Hilton Garden Inn -- Staten Island, NY Loan or the Hilton Garden Inn -- Staten Island, NY Companion Loan, the holder of the Hilton Garden Inn -- Staten Island, NY 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 the later of (x) receipt of notice from the Master Servicer and (y) the expiration of the related borrower's cure period, with respect to non-monetary defaults (or such longer period of time, not to exceed an additional 30 days, as permitted under the related Intercreditor Agreement under certain circumstances) and/or (ii) purchase the Hilton Garden Inn -- Staten Island, NY Loan from the Trust Fund after the expiration of the cure period subject to the conditions contained in the Hilton Garden Inn -- Staten Island, NY Intercreditor Agreement provided, however, the Hilton Garden Inn -- Staten Island, NY Intercreditor Agreement provides the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan is only permitted to exercise its cure rights a proscribed number of times during the life of the Hilton Garden Inn -- Staten Island, NY Loan. Any cure right executed pursuant to the above is only permitted to last for a proscribed time period. The purchase price will generally equal the unpaid principal balance of the Hilton Garden Inn -- Staten Island, NY Loan, together with all unpaid interest on the Hilton Garden Inn -- Staten Island, NY 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 Hilton Garden Inn -- Staten Island, NY Loan is responsible, and a liquidation fee to the extent payable under the Pooling and Servicing Agreement. No prepayment consideration will be payable in connection with such a purchase of the Hilton Garden Inn -- Staten Island, NY Loan. Application of Payments. Pursuant to the Hilton Garden Inn -- Staten Island, NY Intercreditor Agreement, to the extent described below, the right of the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan to receive payments with respect to the Hilton Garden Inn -- Staten Island, NY Companion Loan is subordinate to the payment rights of the Trust Fund to receive payments with respect to the Hilton Garden Inn -- Staten Island, NY Loan. Prior to the occurrence of a monetary default with respect to the Hilton Garden Inn -- Staten Island, NY Whole Loan or a non-monetary default that results in the Hilton Garden Inn -- Staten Island, NY 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 Hilton Garden Inn -- Staten Island, NY Loan or the Hilton Garden Inn -- Staten Island, NY Companion Loan, all payments and proceeds (of whatever nature) received with respect to the Hilton Garden Inn -- Staten Island, NY Loan and the Hilton Garden Inn -- Staten Island, NY Companion Loan will be paid first, to the Trust Fund in an amount equal to interest due with respect to the Hilton Garden Inn - -- Staten Island, NY Loan; second, to the Trust Fund in an amount equal to its pro rata share (based upon the outstanding principal balance of the Hilton Garden Inn -- Staten Island, NY Loan) of principal payments on the Hilton Garden Inn -- Staten Island, NY Loan; third, to the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan in an amount of unreimbursed cure S-121 payments; fourth, to the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan in an amount equal to interest due with respect to the Hilton Garden Inn -- Staten Island, NY Companion Loan; fifth, to the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan in an amount equal to its pro rata share (based upon the outstanding principal balance of the Hilton Garden Inn -- Staten Island, NY Companion Loan) of principal payments on the Hilton Garden Inn -- Staten Island, NY Loan; sixth, to the Trust Fund and the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan, pro rata (based upon the outstanding principal balances of the Hilton Garden Inn -- Staten Island, NY Loan and the Hilton Garden Inn -- Staten Island, NY Companion Loan), in an amount equal to any prepayment premium, to the extent actually paid; seventh, to the Trust Fund and the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan, pro rata, based upon any unreimbursed costs and expenses owing to the Trust Fund or the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan, respectively, up to the amount of any such unreimbursed costs and expenses; and eighth, to the Trust Fund and the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan, pro rata, based upon the default interest respectively accrued under the Hilton Garden Inn -- Staten Island, NY Loan and the Hilton Garden Inn -- Staten Island, NY 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 eight clauses, such amount will be paid to the Trust Fund and the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan on a pro rata basis provided that if the principal balance of the Hilton Garden Inn -- Staten Island, NY Loan and the Hilton Garden Inn -- Staten Island, NY Companion Loan are each equal to zero, then based upon their related initial principal balances. Following the occurrence and during the continuance of a monetary default with respect to the Hilton Garden Inn -- Staten Island, NY Whole Loan or a non-monetary event of default that results in the Hilton Garden Inn -- Staten Island, NY Loan becoming a Specially Serviced Mortgage Loan, and subject to the right of the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan to purchase the Hilton Garden Inn -- Staten Island, NY Loan from the Trust Fund, after payment or reimbursement of any Advances (other than P&I Advances made by the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan), Advance interest or other costs, fees or expenses related to or allocable to the Hilton Garden Inn -- Staten Island, NY Loan or the Hilton Garden Inn -- Staten Island, NY Companion Loan, all payments and proceeds (of whatever nature) on the Hilton Garden Inn -- Staten Island, NY Companion Loan will be subordinate to all payments due on the Hilton Garden Inn -- Staten Island, NY Loan and the amounts with respect to the Hilton Garden Inn -- Staten Island, NY Loan and the Hilton Garden Inn -- Staten Island, NY Companion Loan will be paid first, to the Trust Fund in an amount equal to interest due with respect to the Hilton Garden Inn -- Staten Island, NY Loan; second, to the Trust Fund in an amount equal to the principal balance of the Hilton Garden Inn - -- Staten Island, NY Loan until paid in full; third, to the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan in an amount of unreimbursed cure payments; fourth, to the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan in an amount equal to interest due with respect to the Hilton Garden Inn -- Staten Island, NY Companion Loan; fifth, to the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan in an amount equal to the principal balance of the Hilton Garden Inn -- Staten Island, NY Companion Loan until paid in full; sixth, with respect to the Hilton Garden Inn -- Staten Island, NY Loan, to the Trust Fund in an amount equal to any prepayment premium, to the extent actually paid and allocable to the Hilton Garden Inn -- Staten Island, NY Loan; seventh, with respect to the Hilton Garden Inn -- Staten Island, NY Loan, to the Trust Fund in an amount equal to any unpaid default interest accrued on the Hilton Garden Inn -- Staten Island, NY Loan; eighth, to the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan in an amount equal to any Prepayment Premium, to the extent actually paid and allocable to the Hilton Garden Inn -- Staten Island, NY Companion Loan; ninth, to the holder of the Hilton Garden Inn -- Staten Island, NY Companion Loan in an amount equal to any unpaid default interest accrued on the Hilton Garden Inn -- Staten Island, NY Companion Loan: tenth, to the Trust Fund and the holder of the Hilton Garden Inn -- Staten Island, NY 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 eleventh, any excess, to the Trust Fund and the holder of the Hilton Garden Inn - -- Staten Island, NY Companion Loan, pro rata, based upon the outstanding principal balances; provided that if the principal balance of the Hilton Garden Inn -- Staten Island, NY Loan and S-122 the Hilton Garden Inn -- Staten Island, NY Companion Loan are each equal to zero, then based upon their related initial principal balances. Caplease Loans Servicing Provisions of the Caplease Intercreditor Agreements. With respect to the Caplease Loans, the Master Servicer and Special Servicer will service and administer each Caplease Loan and the related Caplease Companion Loan pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreements for so long as such Caplease Loan is part of the Trust Fund. Each Caplease Loan and the related Caplease Companion Loan are cross defaulted. However, upon an event of default which does not constitute a payment default but is limited to a default in the performance by the related borrower of its obligations under its lease, or the failure to reimburse a servicing advance made to fulfill such obligations, the Master Servicer will generally be required to make servicing advances to cure any such borrower default and prevent a default under the lease, subject to customary standards of recoverability, and will be prohibited from foreclosing on the Mortgaged Property so long as any such advance, together with interest thereon, would be recoverable. Further, the Special Servicer will not be permitted to amend a Caplease Loan or the related Caplease Companion Loan in a manner materially adverse to the holder of the related Caplease Companion Loan without the consent of the holder of the related Caplease Companion Loan. The holder of such Caplease Companion Loan will be entitled to advise the Special Servicer with respect to certain matters related to the related Caplease Loan and the related Caplease Companion Loan. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. In the event the Mortgage Loan becomes 90 days or more delinquent, an acceleration of a Caplease Loan and the related Caplease Companion Loan after an event of default under the related loan documents occurs, the principal balance of the Mortgage Loan is not paid at maturity, or the borrower files a petition for bankruptcy, the holder of the related Caplease Companion Loan will be entitled to purchase the related Caplease Loan from the trust for a purchase price equal to the sum of (i) the principal balance of such Caplease Loan, together with accrued and unpaid interest thereon through the date of purchase, (ii) unreimbursed Advances together with accrued and unpaid interest thereon and (iii) certain other amounts payable under the related loan documents. Applications of Payments. Pursuant to the each Caplease Intercreditor Agreement, to the extent described below, the right of the holder of the related Caplease Companion Loan to receive payments with respect to such Caplease Companion Loan (other than payments in respect of Defaulted Lease Claims) is subordinated to the payment rights of the trust to receive payments with respect to the related Caplease Loan. All payments and proceeds of a Caplease Loan and the related Caplease Companion Loan (including, among other things, regular payments, insurance proceeds and liquidation proceeds), other than in respect of Defaulted Lease Claims, whether before or after the occurrence of an event of default with respect to the related Caplease Loan, will be applied first, in the event of liquidation of the real property, a determination that applicable servicing advances are nonrecoverable, or a lease acceleration or termination, to reimbursement of servicing advances together with interest thereon. All remaining amounts (or all amounts if no such liquidation, nonrecoverability determination or lease acceleration or termination has occurred), will be paid in the following manner: first, to the holder of the related Caplease Loan, in an amount equal to interest due with respect to the related Caplease Loan at the pre-default interest rate thereon; second, to the holder of the related Caplease Loan, in an amount equal to the portion of any scheduled payments of principal allocable to the related Caplease Loan (including, following acceleration, the full principal balance thereof); third, to fund any applicable reserves under the terms of the loan documents for the related Caplease Whole Loan; fourth, to the holder of the related Caplease Companion Loan, in an amount equal to amounts then due with respect to such Caplease Companion Loan (including reimbursement of any advances made by or on behalf of the holder of the related Caplease Companion Loan, interest due with respect to such S-123 Caplease Companion Loan at the pre-default interest rate thereon and any scheduled payments of principal allocable to the related Caplease Companion Loan); fifth, to reimburse the Master Servicer, Special Servicer or the holder of the related Caplease Companion Loan for any outstanding advances made by either such party on the related Caplease Loan or the related Caplease Companion Loan, to the extent then deemed to be nonrecoverable and not previously reimbursed; sixth, sequentially to the related Caplease Loan and then the related Caplease Companion Loan, in each case until paid in full, any unscheduled payments of principal with respect thereto; seventh, to any prepayment premiums or yield maintenance charges (allocated pro rata based on the principal then prepaid); and eighth, to any default interest, first to the default interest accrued on the related Caplease Loan and then default interest accrued on the related Caplease Companion Loan. Proceeds of Defaulted Lease Claims will be applied first to payment of amounts due under the related Caplease Companion Loan, and thereafter will be payable to the holder of the related Caplease 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 or upon the transfer of the related Mortgage Loan to special servicing as a result of an event of default under the related Mortgage Loan 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, under certain circumstances, foreclose upon the ownership interests in the related borrower. ADDITIONAL MORTGAGE LOAN INFORMATION The Mortgage Pool. For a detailed presentation of certain of the characteristics of the Mortgage Loans and the Mortgaged Properties, on an individual basis, see Annexes A-1, A-1A, A-1B, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9 to this prospectus supplement. For purposes of numerical and statistical information set forth in this prospectus supplement and Annexes A-1, A-1A, A-1B, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9 unless otherwise specified, such numerical and statistical information excludes any Subordinate Companion Loans. For purposes of the calculation of DSC Ratios, LTV Ratios and Loan per Sq. Ft., Unit, Pad or Room with respect to the AmericasMart Loan, the NGP Rubicon GSA Pool Loan, the 1000 & 1100 Wilson Loan, the Westfield San Francisco Centre Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, such ratios are calculated based upon the aggregate debt service on or aggregate indebtedness of, as applicable, such Pari Passu Loan and the related Pari Passu Companion Loan. Certain of the Mortgage Loans may have previously computed interest on a floating rate basis, but have been converted to a fixed rate prior to the Closing Date. With respect to these Mortgage Loans, all calculations in this prospectus supplement will be computed on the basis of the date any such Mortgage Loan was converted to a fixed rate, rather than the date of origination. Certain additional information regarding the Mortgage Loans is contained under "--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions," in this prospectus supplement and under "DESCRIPTION OF THE TRUST FUNDS" and "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES" in the accompanying prospectus. In the schedule and tables set forth in Annexes A-1, A-1A, A-1B, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9 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-124 Each of the following tables sets forth certain characteristics of the Mortgage Pool presented, where applicable, as of the Cut-Off Date. For purposes of the tables and Annexes A-1, A-1A, A-1B, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9: (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 or Pari Passu Loan is the ratio of Net Cash Flow produced by the related Mortgaged Property to the annualized amount of debt service that will be payable under that Mortgage Loan commencing after the origination date. The "Net Cash Flow" for a Mortgaged Property is the "net cash flow" of such Mortgaged Property as set forth in, or determined by the applicable Mortgage Loan Seller on the basis of, Mortgaged Property operating statements, generally unaudited, and certified rent rolls (as applicable) supplied by the related borrower in the case of multifamily, mixed-use, retail, industrial, residential health care, self-storage and office properties (each a "Rental Property"); provided, however, for purposes of calculating the DSC Ratios and DSCR provided herein (i) with respect to 61 Mortgage Loans, representing 36.2% of the Cut-Off Date Pool Balance (45 Mortgage Loans in Loan Group 1 or 34.1% of the Cut-Off Date Group 1 Balance and 16 Mortgage Loans in Loan Group 2 or 58.2% of the Cut-Off Date Group 2 Balance) where Periodic Payments are interest-only for a certain amount of time after origination after which date the Mortgage Loan amortizes principal for the remaining term of the loan the debt service used is the annualized amount of debt service that will be payable under the Mortgage Loan commencing after the amortization period begins; and (ii) with respect to 4 Mortgage Loans (loan numbers 79, 119, 164 and 172), representing 0.6% of the Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 0.4% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 2.9% of the Cut-Off Date Group 2 Balance), such ratio was adjusted by taking into account amounts available under letters of credit or certain cash reserves; provided, further, that, for purposes of calculating the DSCR's provided herein for each Pari Passu Loan, the debt service on the related Pari Passu Companion Loan will be taken into account. In general, the Mortgage Loan Sellers relied on either full-year operating statements, rolling 12-month operating statements and/or applicable year-to-date financial statements, if available, and on rent rolls for all Rental Properties that were current as of a date not earlier than six months prior to the respective date of origination in determining Net Cash Flow for the Mortgaged Properties. In general, "net cash flow" is the revenue derived from the use and operation of a Mortgaged Property less operating expenses (such as utilities, administrative expenses, repairs and maintenance, tenant improvement costs, leasing commissions, management fees and advertising), fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments) and replacement reserves and an allowance for vacancies and credit losses. Net Cash Flow does not reflect interest expenses and non-cash items such as depreciation and amortization, and generally does not reflect capital expenditures, but does reflect reserves for replacements and an allowance for vacancies and credit losses. In determining the "revenue" component of Net Cash Flow for each Rental Property, the applicable Mortgage Loan Seller generally relied on the most recent rent roll and/or other known, signed tenant leases, executed extension options supplied, or other indications of anticipated income (generally supported by cash reserves or letters of credit) and, where the actual vacancy shown thereon and the market vacancy was less than 5.0%, assumed a 5.0% vacancy in determining revenue from rents, except that in the case of certain non-multifamily properties, space occupied by such anchor or single tenants or other large creditworthy tenants may have been disregarded (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 Sellers determined revenue from rents by generally relying on the most recent rent roll and/or other known, signed leases, S-125 executed lease extension options, or other indications of anticipated income (generally supported by cash reserves or letters of credit) supplied and the greater of (a) actual historical vacancy at the related Mortgaged Property, (b) historical vacancy at comparable properties in the same market as the related Mortgaged Property, and (c) 5.0%. In determining rental revenue for multifamily and self storage properties, the Mortgage Loan Sellers generally either reviewed rental revenue shown on the certified rolling 12-month operating statements, the rolling 3-month operating statements for multifamily properties or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one-to-twelve month periods. For the other Rental Properties, the Mortgage Loan Sellers generally annualized rental revenue shown on the most recent certified rent roll (as applicable), after applying the vacancy factor, without further regard to the terms (including expiration dates) of the leases shown thereon. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 75% and daily rates achieved during the prior two-to-three year annual reporting period. In the case of residential health care facilities, receipts were based on historical occupancy levels, historical operating revenues and then current occupancy rates. Occupancy rates for the private health care facilities were generally within then current market ranges, and vacancy levels were generally a minimum of 5.0%. In general, any non-recurring items and non-property related revenue were eliminated from the calculation except in the case of residential health care facilities. In determining the "expense" component of Net Cash Flow for each Mortgaged Property, the Mortgage Loan Sellers generally relied on rolling 12-month operating statements and/or full-year or year-to-date financial statements supplied by the related borrower, except that (a) if tax or insurance expense information more current than that reflected in the financial statements was available, the newer information was used, (b) property management fees were generally assumed to be 1.0% to 7.0% of effective gross revenue (except with respect to full service hospitality properties, where a minimum of 3.0% of gross receipts was assumed, with respect to limited service hospitality properties, where a minimum of 4.0% of gross receipts was assumed, and with respect to single tenant properties, where fees as low as 1.0% of effective gross receipts were assumed), (c) assumptions were made with respect to reserves for leasing commissions, tenant improvement expenses and capital expenditures and (d) expenses were assumed to include annual replacement reserves. See "--Underwriting Standards--Escrow Requirements--Replacement Reserves" in this prospectus supplement. In addition, in some instances, the Mortgage Loan Sellers recharacterized as capital expenditures those items reported by borrowers as operating expenses (thus increasing "net cash flow") where the Mortgage Loan Sellers determined appropriate. The borrowers' financial information used to determine Net Cash Flow was in most cases borrower certified, but unaudited, and neither the Mortgage Loan Sellers nor the Depositor verified their accuracy. (ii) 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 (or, in the case of a Pari Passu Loan, of the applicable Whole Loan) to the appraised value of the related Mortgaged Property as shown on the most recent third-party appraisal thereof available to the Mortgage Loan Sellers; provided, however, for purposes of determining such ratio for 1 Mortgage Loan (loan number 74), representing approximately 0.3% of the Cut-Off Date Pool Balance (0.3% of the Cut-Off Date Group 1 Balance) such ratio was adjusted by taking into account amounts available under cash reserves or letters of credit. (iii) 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 (or, in the case of a Pari Passu Loan, of the applicable Whole Loan) on its scheduled maturity date (or for an ARD Loan on its Anticipated Repayment Date) (prior to the payment of any Balloon Payment or principal prepayments) to the appraised value of the related Mortgaged Property as shown on the most recent third-party appraisal thereof available to the Mortgage Loan Sellers; provided, however, for purposes of determining such ratio for 1 Mortgage Loan (loan number 74), representing approximately 0.3% of the Cut-Off Date Pool Balance (0.3% of the Cut-Off Date Group 1 Balance) such ratio was adjusted by taking into account amounts available under cash reserves or letters of credit. S-126 (iv) References to "Loan per Sq. Ft., Unit, Pad or Room" are, for each Mortgage Loan secured by a lien on a multifamily property, hospitality property or assisted living facility or other healthcare property, respectively, references to the Cut-Off Date Balance of such Mortgage Loan (or, in the case of a Pari Passu Loan, of the applicable Whole Loan) divided by the number of dwelling units, pads or 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 (or in the case of a Pari Passu Loan, of the applicable Whole Loan) divided by the net rentable square foot area of the related Mortgaged Property. (v) 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. (vi) 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. (vii) References to "Underwritten Replacement Reserves" represent estimated annual capital costs, as used by the Mortgage Loan Sellers in determining Net Cash Flow. (viii) 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) 0.00045%, 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. (ix) 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). (x) 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. (xi) 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. (xii) 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. (xiii) References to "Occupancy Percentage" are, with respect to any Mortgaged Property, references as of the most recently available rent rolls to (a) in the case of multifamily properties and S-127 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. (xiv) 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). (xv) References to "NA" indicate that, with respect to a particular category of data, such data is not applicable. (xvi) References to "NAV" indicate that, with respect to a particular category of data, such data is not available. (xvii) References to "Capital Imp. Reserve" are references to funded reserves escrowed for repairs, replacements and corrections of issues outlined in the engineering reports. (xviii) References to "Replacement Reserve" are references to funded reserves escrowed for ongoing items such as repairs and replacements, including, in the case of hospitality properties, reserves for furniture, fixtures and equipment. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon. (xix) 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. (xx) The sum in any column of any of the following tables may not equal the indicated total due to rounding. S-128 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR ALL MORTGAGE LOANS(1) <TABLE> % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF MORTGAGED DATE POOL DATE DATE PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE BALANCE - ------------------------------ ------------ ----------------- --------- --------------- --------------- Office ....................... 56 $1,407,728,566 38.4% $ 25,138,010 $182,500,000 Retail ....................... 78 876,224,303 23.9 $ 11,233,645 $110,400,000 Retail - Anchored ........... 56 796,160,531 21.7 $ 14,217,152 $110,400,000 Retail - Unanchored ......... 19 65,479,108 1.8 $ 3,446,269 $ 6,471,530 Retail - Shadow Anchored (4) ............... 3 14,584,664 0.4 $ 4,861,555 $ 7,500,000 Multifamily .................. 33 329,322,482 9.0 $ 9,979,469 $ 28,500,000 Hospitality .................. 13 279,359,671 7.6 $ 21,489,205 $ 82,600,000 Industrial ................... 15 228,951,142 6.2 $ 15,263,409 $ 41,006,000 Special Purpose .............. 1 204,416,548 5.6 $204,416,548 $204,416,548 Mixed Use .................... 4 154,125,654 4.2 $ 38,531,413 $140,000,000 Self Storage ................. 179 148,918,540 4.1 $ 831,947 $ 16,400,000 Healthcare ................... 5 22,790,986 0.6 $ 4,558,197 $ 5,600,000 Parking Garage ............... 1 12,000,000 0.3 $ 12,000,000 $ 12,000,000 --- -------------- ----- 385 $3,663,837,892 100.0% $ 9,516,462 $204,416,548 === ============== ===== WTD. AVG. WTD. AVG. STATED CUT-OFF WTD. AVG. REMAINING WTD. AVG. MINIMUM MAXIMUM DATE LTV RATIO TERM TO CUT-OFF CUT-OFF CUT-OFF WTD. AVG. WTD. AVG. LTV AT MATURITY DATE DSC DATE DSC DATE DSC OCCUPANCY MORTGAGE PROPERTY TYPE RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE(3) RATE - ------------------------------ ----------- ------------- ----------- ----------- ---------- ---------- ----------- ---------- Office ....................... 71.9% 68.3% 91 1.71x 1.20x 3.43x 93.6% 5.124% Retail ....................... 72.4% 67.3% 104 1.58x 1.21x 2.47x 96.4% 5.233% Retail - Anchored ........... 72.9% 68.3% 103 1.58x 1.21x 2.47x 96.4% 5.212% Retail - Unanchored ......... 66.9% 57.9% 112 1.61x 1.21x 2.21x 96.9% 5.425% Retail - Shadow Anchored (4) ............... 69.3% 59.8% 119 1.35x 1.27x 1.41x 92.9% 5.486% Multifamily .................. 71.3% 62.9% 114 1.37x 1.20x 3.26x 93.2% 5.197% Hospitality .................. 66.8% 60.4% 113 1.96x 1.26x 2.74x 0% 5.525% Industrial ................... 73.0% 62.6% 118 1.43x 1.27x 1.71x 99.9% 5.353% Special Purpose .............. 56.0% 47.2% 117 2.28x 2.28x 2.28x 95.9% 5.720% Mixed Use .................... 78.4% 77.7% 119 1.60x 1.33x 3.26x 93.4% 5.152% Self Storage ................. 75.5% 69.9% 79 1.62x 1.21x 2.70x 83.5% 5.337% Healthcare ................... 75.0% 63.2% 119 1.49x 1.29x 1.73x 96.1% 5.735% Parking Garage ............... 70.6% 53.3% 120 1.25x 1.25x 1.25x 99.1% 5.170% 71.2% 65.8% 102 1.67X 1.20X 3.43x 94.4% 5.248% </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 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 13 Mortgage Loans secured by hospitality properties, representing 7.6% of the Cut-Off Date Pool Balance. (4) A Mortgaged Property is classified as shadow anchored if it is located in close proximity to an anchored retail property. The sum of aggregate percentage calculations may not equal 100% due to rounding. S-129 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 1 MORTGAGE LOANS(1) <TABLE> % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF MORTGAGED DATE GROUP 1 DATE DATE PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE BALANCE - ------------------------------ ------------ ----------------- --------- -------------- --------------- Office ....................... 56 $1,407,728,566 42.1% $ 25,138,010 $182,500,000 Retail ....................... 78 876,224,303 26.2 $ 11,233,645 $110,400,000 Retail - Anchored ........... 56 796,160,531 23.8 $ 14,217,152 $110,400,000 Retail - Unanchored ......... 19 65,479,108 2.0 $ 3,446,269 $ 6,471,530 Retail - Shadow Anchored(4) ................ 3 14,584,664 0.4 $ 4,861,555 $ 7,500,000 Hospitality .................. 13 279,359,671 8.4 $ 21,489,205 $ 82,600,000 Industrial ................... 15 228,951,142 6.8 $ 15,263,409 $ 41,006,000 Special Purpose .............. 1 204,416,548 6.1 $204,416,548 $204,416,548 Mixed Use .................... 4 154,125,654 4.6 $ 38,531,413 $140,000,000 Self Storage ................. 179 148,918,540 4.5 $ 831,947 $ 16,400,000 Healthcare ................... 5 22,790,986 0.7 $ 4,558,197 $ 5,600,000 Parking Garage ............... 1 12,000,000 0.4 $ 12,000,000 $ 12,000,000 Multifamily .................. 2 10,439,200 0.3 $ 5,219,600 $ 8,441,376 --- -------------- ----- 354 $3,344,954,610 100.0% $ 9,449,024 $204,416,548 === ============== ===== WTD. AVG. WTD. AVG. STATED CUT-OFF WTD. AVG. REMAINING WTD. AVG. MINIMUM MAXIMUM DATE LTV RATIO TERM TO CUT-OFF CUT-OFF CUT-OFF WTD. AVG. WTD. AVG. LTV AT MATURITY DATE DSC DATE DSC DATE DSC OCCUPANCY MORTGAGE PROPERTY TYPE RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE(3) RATE - ------------------------------ ----------- ------------- ----------- ----------- ---------- ---------- ----------- ---------- Office ....................... 71.9% 68.3% 91 1.71x 1.20x 3.43x 93.6% 5.124% Retail ....................... 72.4% 67.3% 104 1.58x 1.21x 2.47x 96.4% 5.233% Retail - Anchored ........... 72.9% 68.3% 103 1.58x 1.21x 2.47x 96.4% 5.212% Retail - Unanchored ......... 66.9% 57.9% 112 1.61x 1.21x 2.21x 96.9% 5.425% Retail - Shadow Anchored(4) ................ 69.3% 59.8% 119 1.35x 1.27x 1.41x 92.9% 5.486% Hospitality .................. 66.8% 60.4% 113 1.96x 1.26x 2.74x 0% 5.525% Industrial ................... 73.0% 62.6% 118 1.43x 1.27x 1.71x 99.9% 5.353% Special Purpose .............. 56.0% 47.2% 117 2.28x 2.28x 2.28x 95.9% 5.720% Mixed Use .................... 78.4% 77.7% 119 1.60x 1.33x 3.26x 93.4% 5.152% Self Storage ................. 75.5% 69.9% 79 1.62x 1.21x 2.70x 83.5% 5.337% Healthcare ................... 75.0% 63.2% 119 1.49x 1.29x 1.73x 96.1% 5.735% Parking Garage ............... 70.6% 53.3% 120 1.25x 1.25x 1.25x 99.1% 5.170% Multifamily .................. 62.8% 51.9% 119 1.60x 1.21x 3.26x 95.1% 5.118% 71.2% 66.1% 101 1.70X 1.20X 3.43x 94.6% 5.253% </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 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 13 Mortgage Loans secured by hospitality properties, representing 8.4% of the Cut-Off Date Group 1 Balance. (4) A Mortgaged Property is classified as shadow anchored if it is located in close proximity to an anchored retail property. S-130 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 2 MORTGAGE LOANS(1) <TABLE> % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF MORTGAGED DATE GROUP 2 DATE DATE PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE BALANCE - --------------------- ------------ --------------- ----------- -------------- -------------- Multifamily ......... 31 $318,883,282 100.0% $10,286,557 $28,500,000 -- ------------ ----- 31 $318,883,282 100.0% $10,286,557 $28,500,000 == ============ ===== WTD. AVG. WTD. AVG. STATED CUT-OFF WTD. AVG. REMAINING WTD. AVG. MINIMUM MAXIMUM DATE LTV RATIO TERM TO CUT-OFF CUT-OFF CUT-OFF WTD. AVG. WTD. AVG. LTV AT MATURITY DATE DSC DATE DSC DATE DSC OCCUPANCY MORTGAGE PROPERTY TYPE RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE RATE - --------------------- ----------- ------------- ----------- ----------- ---------- ---------- ----------- ---------- Multifamily ......... 71.6% 63.2% 113 1.36x 1.20x 1.92x 93.1% 5.200% 71.6% 63.2% 113 1.36X 1.20X 1.92x 93.1% 5.200% </TABLE> - ------- (1) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-131 RANGE OF CUT-OFF BALANCES FOR ALL MORTGAGE LOANS <TABLE> % OF AGGREGATE CUT-OFF AVERAGE CUT-OFF DATE CUT-OFF RANGE OF CUT-OFF NUMBER OF DATE POOL DATE DATE BALANCES ($) LOANS BALANCE BALANCE BALANCE - ---------------------------------- ----------- ----------------- --------- ---------------- <= 2,000,000 .................. 11 $ 13,695,927 0.4% $ 1,245,084 2,000,001 - 3,000,000 ............ 26 64,342,308 1.8 $ 2,474,704 3,000,001 - 4,000,000 ............ 21 76,050,486 2.1 $ 3,621,452 4,000,001 - 5,000,000 ............ 20 90,140,646 2.5 $ 4,507,032 5,000,001 - 6,000,000 ............ 17 92,120,505 2.5 $ 5,418,853 6,000,001 - 7,000,000 ............ 13 85,901,335 2.3 $ 6,607,795 7,000,001 - 8,000,000 ............ 8 59,856,479 1.6 $ 7,482,060 8,000,001 - 9,000,000 ............ 8 68,763,047 1.9 $ 8,595,381 9,000,001 - 10,000,000 ........... 7 66,758,419 1.8 $ 9,536,917 10,000,001 - 15,000,000 .......... 22 275,168,250 7.5 $ 12,507,648 15,000,001 - 20,000,000 .......... 17 284,936,477 7.8 $ 16,760,969 20,000,001 - 25,000,000 .......... 11 244,940,098 6.7 $ 22,267,282 25,000,001 - 30,000,000 .......... 4 110,034,000 3.0 $ 27,508,500 30,000,001 - 35,000,000 .......... 3 100,826,496 2.8 $ 33,608,832 35,000,001 - 40,000,000 .......... 2 76,313,000 2.1 $ 38,156,500 40,000,001 - 45,000,000 .......... 2 85,460,000 2.3 $ 42,730,000 45,000,001 - 50,000,000 .......... 1 48,000,000 1.3 $ 48,000,000 55,000,001 - 60,000,000 .......... 3 177,213,870 4.8 $ 59,071,290 65,000,001 - 70,000,000 .......... 1 67,100,000 1.8 $ 67,100,000 80,000,001 - 204,416,548 ......... 12 1,576,216,548 43.0 $ 131,351,379 -- -------------- ----- 209 $3,663,837,892 100.0% $ 17,530,325 === ============== ===== WTD. AVG. STATED MAXIMUM REMAINING CUT-OFF WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DATE BALANCES ($) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------------- ---------------- -------------- -------------- ---------- -------------- ---------- <= 2,000,000 .................. $ 2,000,000 59.6% 45.7% 109 1.69x 5.283% 2,000,001 - 3,000,000 ............ $ 2,897,152 68.6% 62.5% 100 1.69x 5.277% 3,000,001 - 4,000,000 ............ $ 4,000,000 69.6% 62.5% 111 1.62x 5.408% 4,000,001 - 5,000,000 ............ $ 5,000,000 68.8% 59.4% 109 1.44x 5.587% 5,000,001 - 6,000,000 ............ $ 6,000,000 70.4% 59.1% 112 1.45x 5.371% 6,000,001 - 7,000,000 ............ $ 6,880,725 72.2% 62.7% 105 1.62x 5.389% 7,000,001 - 8,000,000 ............ $ 7,989,283 71.9% 59.0% 112 1.58x 5.487% 8,000,001 - 9,000,000 ............ $ 8,980,447 72.1% 61.0% 103 1.37x 5.290% 9,000,001 - 10,000,000 ........... $ 9,750,000 72.1% 66.8% 100 1.49x 5.334% 10,000,001 - 15,000,000 .......... $ 14,950,000 74.6% 67.9% 96 1.44x 5.266% 15,000,001 - 20,000,000 .......... $ 20,000,000 73.6% 67.6% 100 1.46x 5.243% 20,000,001 - 25,000,000 .......... $ 24,000,000 69.7% 61.8% 114 1.48x 5.261% 25,000,001 - 30,000,000 .......... $ 29,134,000 73.3% 73.3% 75 1.60x 5.130% 30,000,001 - 35,000,000 .......... $ 34,160,000 75.2% 67.4% 119 1.38x 5.204% 35,000,001 - 40,000,000 .......... $ 38,913,000 72.0% 69.3% 90 1.63x 5.164% 40,000,001 - 45,000,000 .......... $ 43,760,000 77.6% 68.5% 118 1.37x 5.207% 45,000,001 - 50,000,000 .......... $ 48,000,000 73.8% 73.8% 59 1.60x 4.970% 55,000,001 - 60,000,000 .......... $ 60,000,000 60.8% 56.8% 104 1.95x 5.169% 65,000,001 - 70,000,000 .......... $ 67,100,000 69.2% 69.2% 59 1.83x 4.970% 80,000,001 - 204,416,548 ......... $ 204,416,548 71.1% 67.3% 103 1.83x 5.233% $ 204,416,548 71.2% 65.8% 102 1.67x 5.248% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-132 RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 1 MORTGAGE LOANS= <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE BALANCES ($) LOANS BALANCE POOL BALANCE BALANCE - ----------------------------- ----------- ---------------- -------------- -------------- <= 2,000,000 ................ 9 $ 10,769,036 0.3% $ 1,196,560 2,000,001 - 3,000,000 ....... 22 54,235,625 1.6 $ 2,465,256 3,000,001 - 4,000,000 ....... 20 72,482,863 2.2 $ 3,624,143 4,000,001 - 5,000,000 ....... 16 72,294,882 2.2 $ 4,518,430 5,000,001 - 6,000,000 ....... 14 75,258,584 2.2 $ 5,375,613 6,000,001 - 7,000,000 ....... 11 72,655,536 2.2 $ 6,605,049 7,000,001 - 8,000,000 ....... 7 52,363,879 1.6 $ 7,480,554 8,000,001 - 9,000,000 ....... 7 60,013,047 1.8 $ 8,573,292 9,000,001 - 10,000,000 ...... 7 66,758,419 2.0 $ 9,536,917 10,000,001 - 15,000,000 ..... 17 213,482,250 6.4 $ 12,557,779 15,000,001 - 20,000,000 ..... 15 251,436,477 7.5 $ 16,762,432 20,000,001 - 25,000,000 ..... 7 155,740,098 4.7 $ 22,248,585 25,000,001 - 30,000,000 ..... 2 56,334,000 1.7 $ 28,167,000 30,000,001 - 35,000,000 ..... 3 100,826,496 3.0 $ 33,608,832 35,000,001 - 40,000,000 ..... 2 76,313,000 2.3 $ 38,156,500 40,000,001 - 45,000,000 ..... 2 85,460,000 2.6 $ 42,730,000 45,000,001 - 50,000,000 ..... 1 48,000,000 1.4 $ 48,000,000 55,000,001 - 60,000,000 ..... 3 177,213,870 5.3 $ 59,071,290 65,000,001 - 70,000,000 ..... 1 67,100,000 2.0 $ 67,100,000 80,000,001 - 204,416,548..... 12 1,576,216,548 47.1 $131,351,379 -- -------------- ----- 178 $3,344,954,610 100.0% $ 18,791,880 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE BALANCES ($) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- -------------- -------------- ---------- -------------- ---------- <= 2,000,000 ............. $ 2,000,000 58.0% 43.5% 106 1.71x 5.358% 2,000,001 - 3,000,000 ....... $ 2,897,152 67.4% 61.7% 100 1.76x 5.298% 3,000,001 - 4,000,000 ....... $ 4,000,000 69.2% 62.5% 111 1.63x 5.406% 4,000,001 - 5,000,000 ....... $ 5,000,000 72.1% 62.1% 109 1.43x 5.638% 5,000,001 - 6,000,000 ....... $ 6,000,000 70.3% 62.8% 106 1.49x 5.402% 6,000,001 - 7,000,000 ....... $ 6,880,725 71.4% 62.1% 102 1.67x 5.371% 7,000,001 - 8,000,000 ....... $ 7,989,283 73.4% 60.2% 111 1.55x 5.512% 8,000,001 - 9,000,000 ....... $ 8,980,447 72.1% 61.2% 100 1.39x 5.300% 9,000,001 - 10,000,000 ...... $ 9,750,000 72.1% 66.8% 100 1.49x 5.334% 10,000,001 - 15,000,000 ..... $ 14,950,000 75.3% 69.1% 90 1.48x 5.255% 15,000,001 - 20,000,000 ..... $ 20,000,000 73.4% 67.5% 97 1.50x 5.288% 20,000,001 - 25,000,000 ..... $ 24,000,000 68.9% 61.7% 110 1.58x 5.329% 25,000,001 - 30,000,000 ..... $ 29,134,000 72.0% 72.0% 65 1.63x 5.060% 30,000,001 - 35,000,000 ..... $ 34,160,000 75.2% 67.4% 119 1.38x 5.204% 35,000,001 - 40,000,000 ..... $ 38,913,000 72.0% 69.3% 90 1.63x 5.164% 40,000,001 - 45,000,000 ..... $ 43,760,000 77.6% 68.5% 118 1.37x 5.207% 45,000,001 - 50,000,000 ..... $ 48,000,000 73.8% 73.8% 59 1.60x 4.970% 55,000,001 - 60,000,000 ..... $ 60,000,000 60.8% 56.8% 104 1.95x 5.169% 65,000,001 - 70,000,000 ..... $ 67,100,000 69.2% 69.2% 59 1.83x 4.970% 80,000,001 - 204,416,548..... $204,416,548 71.1% 67.3% 103 1.83x 5.233% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-133 RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 2 MORTGAGE LOANS <TABLE> % OF AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE RANGE OF CUT-OFF DATE NUMBER OF DATE GROUP 2 CUT-OFF DATE BALANCES ($) LOANS BALANCE POOL BALANCE BALANCE - -------------------------- ----------- ---------------- -------------- -------------- <= 2,000,000 ............. 2 $ 2,926,891 0.9% $ 1,463,446 2,000,001 - 3,000,000 .... 4 10,106,684 3.2 $ 2,526,671 3,000,001 - 4,000,000 .... 1 3,567,623 1.1 $ 3,567,623 4,000,001 - 5,000,000 .... 4 17,845,764 5.6 $ 4,461,441 5,000,001 - 6,000,000 .... 3 16,861,921 5.3 $ 5,620,640 6,000,001 - 7,000,000 .... 2 13,245,800 4.2 $ 6,622,900 7,000,001 - 8,000,000 .... 1 7,492,599 2.3 $ 7,492,599 8,000,001 - 9,000,000 .... 1 8,750,000 2.7 $ 8,750,000 10,000,001 - 15,000,000 .. 5 61,686,000 19.3 $ 12,337,200 15,000,001 - 20,000,000 .. 2 33,500,000 10.5 $ 16,750,000 20,000,001 - 25,000,000 .. 4 89,200,000 28.0 $ 22,300,000 25,000,001 - 30,000,000 .. 2 53,700,000 16.8 $ 26,850,000 - ------------- ----- 31 $ 318,883,282 100.0% $ 10,286,557 == ============= ===== WTD. AVG. STATED WTD. AVG. WTD. AVG. REMAINING MAXIMUM CUT-OFF DATE LTV TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY CUT-OFF DATE MORTGAGE BALANCES ($) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - -------------------------- -------------- -------------- ----------- ---------- -------------- ---------- <= 2,000,000 ............. $ 1,498,368 65.2% 53.8% 119 1.64x 5.007% 2,000,001 - 3,000,000 .... $ 2,634,218 75.4% 66.8% 103 1.33x 5.164% 3,000,001 - 4,000,000 .... $ 3,567,623 76.4% 63.8% 118 1.34x 5.450% 4,000,001 - 5,000,000 .... $ 5,000,000 55.3% 48.6% 109 1.45x 5.381% 5,000,001 - 6,000,000 .... $ 5,778,882 70.8% 42.4% 139 1.29x 5.231% 6,000,001 - 7,000,000 .... $ 6,685,800 76.5% 65.5% 118 1.36x 5.486% 7,000,001 - 8,000,000 .... $ 7,492,599 60.9% 50.6% 119 1.78x 5.310% 8,000,001 - 9,000,000 .... $ 8,750,000 71.4% 59.3% 120 1.23x 5.215% 10,000,001 - 15,000,000 .. $ 13,700,000 72.3% 63.6% 118 1.30x 5.302% 15,000,001 - 20,000,000 .. $ 18,000,000 75.0% 68.4% 120 1.23x 4.905% 20,000,001 - 25,000,000 .. $ 24,000,000 71.1% 62.1% 119 1.30x 5.142% 25,000,001 - 30,000,000 .. $ 28,500,000 74.6% 74.6% 87 1.56x 5.203% $ 28,500,000 71.6% 63.2% 113 1.36x 5.200% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-134 MORTGAGED PROPERTIES BY STATE FOR ALL MORTGAGE LOANS(1) <TABLE> % OF NUMBER OF AGGREGATE CUT-OFF DATE AVERAGE MORTGAGED CUT-OFF DATE POOL CUT-OFF DATE STATE PROPERTIES BALANCE BALANCE BALANCE - --------------------- ------------ ---------------- -------------- -------------- VA .................. 31 $ 810,391,259 22.1% $ 26,141,654 CA .................. 36 503,160,887 13.7 $ 13,976,691 Southern(3) ........ 29 365,974,367 10.0 $ 12,619,806 Northern(3) ........ 7 137,186,520 3.7 $ 19,598,074 GA .................. 9 350,839,782 9.6 $ 38,982,198 NY .................. 20 301,665,233 8.2 $ 15,083,262 IL .................. 14 212,492,808 5.8 $ 15,178,058 TX .................. 26 194,673,373 5.3 $ 7,487,437 FL .................. 19 122,276,715 3.3 $ 6,435,617 OH .................. 13 122,145,952 3.3 $ 9,395,842 NJ .................. 11 121,392,029 3.3 $ 11,035,639 MD .................. 6 106,742,000 2.9 $ 17,790,333 MA .................. 15 103,123,734 2.8 $ 6,874,916 AZ .................. 7 102,067,077 2.8 $ 14,581,011 IN .................. 10 65,101,763 1.8 $ 6,510,176 KS .................. 9 61,477,907 1.7 $ 6,830,879 NC .................. 13 59,669,227 1.6 $ 4,589,941 DC .................. 3 56,321,576 1.5 $ 18,773,859 CO .................. 9 45,332,426 1.2 $ 5,036,936 WA .................. 9 44,125,765 1.2 $ 4,902,863 NV .................. 4 42,352,120 1.2 $ 10,588,030 PA .................. 18 36,139,617 1.0 $ 2,007,757 SC .................. 7 28,201,878 0.8 $ 4,028,840 DE .................. 1 22,400,000 0.6 $ 22,400,000 LA .................. 6 21,424,856 0.6 $ 3,570,809 MO .................. 8 18,612,510 0.5 $ 2,326,564 MN .................. 7 17,222,377 0.5 $ 2,460,340 AL .................. 7 16,141,755 0.4 $ 2,305,965 TN .................. 9 14,257,073 0.4 $ 1,584,119 UT .................. 7 14,117,233 0.4 $ 2,016,748 CT .................. 10 10,991,076 0.3 $ 1,099,108 SD .................. 1 7,492,599 0.2 $ 7,492,599 OR .................. 3 6,731,696 0.2 $ 2,243,899 RI .................. 2 6,332,485 0.2 $ 3,166,242 MI .................. 8 5,444,278 0.1 $ 680,535 WI .................. 4 3,143,137 0.1 $ 785,784 ME .................. 2 2,959,774 0.1 $ 1,479,887 MS .................. 3 2,841,066 0.1 $ 947,022 OK .................. 3 898,476 0.0 $ 299,492 AR .................. 4 711,349 0.0 $ 177,837 ID .................. 3 662,259 0.0 $ 220,753 NH .................. 2 529,630 0.0 $ 264,815 KY .................. 2 398,025 0.0 $ 199,012 NM .................. 1 245,134 0.0 $ 245,134 IA .................. 1 228,507 0.0 $ 228,507 WV .................. 1 198,831 0.0 $ 198,831 NE .................. 1 160,636 0.0 $ 160,636 -- -------------- ----- 385 $3,663,837,892 100.0% $ 9,516,462 === ============== ===== WTD. AVG. STATED WTD. AVG. WTD. AVG. REMAINING MAXIMUM CUT-OFF DATE LTV TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE LTV RATIO AT MATURITY CUT-OFF DATE MORTGAGE STATE BALANCE RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - --------------------- ---------------- -------------- ------------- ----------- -------------- ---------- VA .................. $ 182,500,000 73.7% 70.6% 78 1.51x 5.066% CA .................. $ 85,000,000 67.0% 63.2% 115 1.77x 5.175% Southern(3) ........ $ 85,000,000 69.2% 64.7% 117 1.73x 5.182% Northern(3) ........ $ 60,000,000 61.3% 59.3% 107 1.88x 5.154% GA .................. $ 204,416,548 65.8% 56.9% 113 1.91x 5.691% NY .................. $ 160,000,000 59.4% 55.3% 105 2.64x 5.231% IL .................. $ 140,000,000 77.8% 75.7% 115 1.53x 5.169% TX .................. $ 57,400,000 75.0% 68.0% 105 1.51x 5.273% FL .................. $ 21,731,250 71.6% 58.1% 122 1.50x 5.337% OH .................. $ 115,000,000 75.5% 70.7% 85 1.69x 5.201% NJ .................. $ 41,006,000 76.5% 72.5% 93 1.49x 5.359% MD .................. $ 29,134,000 72.0% 69.8% 75 1.56x 5.086% MA .................. $ 38,913,000 72.7% 65.6% 112 1.46x 5.339% AZ .................. $ 33,700,000 69.8% 68.3% 119 1.51x 5.247% IN .................. $ 43,760,000 78.6% 71.3% 108 1.34x 5.137% KS .................. $ 24,000,000 73.8% 69.3% 118 1.55x 5.136% NC .................. $ 30,800,000 78.0% 66.6% 119 1.36x 5.715% DC .................. $ 24,030,200 73.3% 64.2% 119 1.23x 5.340% CO .................. $ 16,000,000 74.8% 67.2% 115 1.31x 5.434% WA .................. $ 15,045,000 71.4% 66.6% 87 1.50x 5.285% NV .................. $ 20,050,000 77.3% 66.4% 119 1.29x 5.155% PA .................. $ 8,361,009 74.2% 68.8% 101 1.53x 5.335% SC .................. $ 15,500,000 78.4% 69.5% 118 1.30x 5.183% DE .................. $ 22,400,000 80.0% 67.8% 118 1.30x 5.120% LA .................. $ 6,440,178 73.0% 55.9% 119 1.45x 5.078% MO .................. $ 8,980,447 59.7% 53.2% 93 1.71x 5.320% MN .................. $ 5,000,000 66.0% 56.0% 108 1.34x 5.626% AL .................. $ 6,983,200 77.8% 67.8% 118 1.39x 5.378% TN .................. $ 6,799,980 73.1% 63.7% 107 1.58x 5.421% UT .................. $ 4,025,000 68.2% 61.4% 94 1.63x 5.339% CT .................. $ 3,981,000 72.8% 64.5% 118 1.57x 5.164% SD .................. $ 7,492,599 60.9% 50.6% 119 1.78x 5.310% OR .................. $ 6,200,000 77.2% 75.9% 65 1.67x 5.281% RI .................. $ 6,090,000 79.7% 73.5% 118 1.28x 5.462% MI .................. $ 3,567,739 77.5% 63.1% 118 1.35x 5.523% WI .................. $ 2,400,000 78.6% 71.8% 69 1.29x 5.146% ME .................. $ 2,763,000 64.2% 63.1% 63 2.13x 5.408% MS .................. $ 2,634,218 66.4% 54.7% 118 1.60x 5.195% OK .................. $ 588,388 74.0% 56.6% 119 1.42x 5.520% AR .................. $ 351,228 74.0% 56.6% 119 1.42x 5.520% ID .................. $ 300,388 74.0% 56.6% 119 1.42x 5.520% NH .................. $ 382,722 74.0% 56.6% 119 1.42x 5.520% KY .................. $ 243,233 74.0% 56.6% 119 1.42x 5.520% NM .................. $ 245,134 74.0% 56.6% 119 1.42x 5.520% IA .................. $ 228,507 74.0% 56.6% 119 1.42x 5.520% WV .................. $ 198,831 74.0% 56.6% 119 1.42x 5.520% NE .................. $ 160,636 74.0% 56.6% 119 1.42x 5.520% $ 204,416,548 71.2% 65.8% 102 1.67x 5.248% </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) 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-135 MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 1 MORTGAGE LOANS(1) <TABLE> % OF NUMBER OF AGGREGATE CUT-OFF DATE AVERAGE MORTGAGED CUT-OFF DATE GROUP 1 CUT-OFF STATE PROPERTIES BALANCE BALANCE DATE BALANCE - ---------------------- ------------ ----------------- -------------- -------------- VA ................... 31 $ 810,391,259 24.2% $26,141,654 CA ................... 31 443,760,887 13.3 $14,314,867 Southern(3) ......... 24 306,574,367 9.2 $12,773,932 Northern(3) ......... 7 137,186,520 4.1 $19,598,074 GA ................... 8 322,339,782 9.6 $40,292,473 NY ................... 20 301,665,233 9.0 $15,083,262 IL ................... 14 212,492,808 6.4 $15,178,058 TX ................... 25 182,673,373 5.5 $ 7,306,935 OH ................... 13 122,145,952 3.7 $ 9,395,842 NJ ................... 11 121,392,029 3.6 $11,035,639 MD ................... 6 106,742,000 3.2 $17,790,333 FL ................... 15 104,910,799 3.1 $ 6,994,053 MA ................... 15 103,123,734 3.1 $ 6,874,916 IN ................... 9 59,607,390 1.8 $ 6,623,043 AZ ................... 5 58,867,077 1.8 $11,773,415 NC ................... 12 53,109,227 1.6 $ 4,425,769 CO ................... 9 45,332,426 1.4 $ 5,036,936 KS ................... 8 37,477,907 1.1 $ 4,684,738 PA ................... 18 36,139,617 1.1 $ 2,007,757 DC ................... 2 32,471,576 1.0 $16,235,788 WA ................... 8 32,289,765 1.0 $ 4,036,221 DE ................... 1 22,400,000 0.7 $22,400,000 MO ................... 8 18,612,510 0.6 $ 2,326,564 LA ................... 5 17,229,092 0.5 $ 3,445,818 TN ................... 9 14,257,073 0.4 $ 1,584,119 UT ................... 7 14,117,233 0.4 $ 2,016,748 SC ................... 6 12,701,878 0.4 $ 2,116,980 NV ................... 2 9,652,120 0.3 $ 4,826,060 CT ................... 9 8,516,076 0.3 $ 946,231 AL ................... 5 8,027,433 0.2 $ 1,605,487 OR ................... 3 6,731,696 0.2 $ 2,243,899 RI ................... 2 6,332,485 0.2 $ 3,166,242 MN ................... 4 6,057,289 0.2 $ 1,514,322 MI ................... 8 5,444,278 0.2 $ 680,535 ME ................... 2 2,959,774 0.1 $ 1,479,887 OK ................... 3 898,476 0.0 $ 299,492 WI ................... 3 743,137 0.0 $ 247,712 AR ................... 4 711,349 0.0 $ 177,837 ID ................... 3 662,259 0.0 $ 220,753 NH ................... 2 529,630 0.0 $ 264,815 KY ................... 2 398,025 0.0 $ 199,012 NM ................... 1 245,134 0.0 $ 245,134 IA ................... 1 228,507 0.0 $ 228,507 MS ................... 2 206,848 0.0 $ 103,424 WV ................... 1 198,831 0.0 $ 198,831 NE ................... 1 160,636 0.0 $ 166,836 -- -------------- ----- 354 $3,344,954,610 100.0% $ 9,449,024 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING MAXIMUM WTD. AVG. LTV RATIO TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE CUT-OFF DATE AT MATURITY CUT-OFF DATE MORTGAGE STATE BALANCE LTV RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - ---------------------- -------------- -------------- ------------- ----------- -------------- ---------- VA ................... $182,500,000 73.7% 70.6% 78 1.51x 5.066% CA ................... $ 85,000,000 66.9% 63.7% 114 1.84x 5.159% Southern(3) ......... $ 85,000,000 69.4% 65.7% 117 1.83x 5.161% Northern(3) ......... $ 60,000,000 61.3% 59.3% 107 1.88x 5.154% GA ................... $204,416,548 64.6% 54.9% 118 1.95x 5.736% NY ................... $160,000,000 59.4% 55.3% 105 2.64x 5.231% IL ................... $140,000,000 77.8% 75.7% 115 1.53x 5.169% TX ................... $ 57,400,000 75.4% 68.5% 104 1.50x 5.256% OH ................... $115,000,000 75.5% 70.7% 85 1.69x 5.201% NJ ................... $ 41,006,000 76.5% 72.5% 93 1.49x 5.359% MD ................... $ 29,134,000 72.0% 69.8% 75 1.56x 5.086% FL ................... $ 21,731,250 72.9% 61.4% 119 1.52x 5.366% MA ................... $ 38,913,000 72.7% 65.6% 112 1.46x 5.339% IN ................... $ 43,760,000 78.6% 71.9% 107 1.35x 5.135% AZ ................... $ 33,700,000 69.2% 68.9% 119 1.54x 5.321% NC ................... $ 30,800,000 78.2% 66.5% 119 1.38x 5.723% CO ................... $ 16,000,000 74.8% 67.2% 115 1.31x 5.434% KS ................... $ 18,000,000 73.1% 70.3% 118 1.59x 5.287% PA ................... $ 8,361,009 74.2% 68.8% 101 1.53x 5.335% DC ................... $ 24,030,200 77.2% 69.9% 118 1.25x 5.385% WA ................... $ 15,045,000 72.1% 68.8% 77 1.61x 5.279% DE ................... $ 22,400,000 80.0% 67.8% 118 1.30x 5.120% MO ................... $ 8,980,447 59.7% 53.2% 93 1.71x 5.320% LA ................... $ 6,440,178 74.9% 56.4% 119 1.42x 5.043% TN ................... $ 6,799,980 73.1% 63.7% 107 1.58x 5.421% UT ................... $ 4,025,000 68.2% 61.4% 94 1.63x 5.339% SC ................... $ 6,494,663 79.6% 67.5% 117 1.35x 5.699% NV ................... $ 9,355,024 74.8% 62.1% 118 1.45x 5.307% CT ................... $ 3,981,000 70.7% 61.9% 117 1.67x 5.188% AL ................... $ 6,983,200 79.1% 71.9% 118 1.29x 5.468% OR ................... $ 6,200,000 77.2% 75.9% 65 1.67x 5.281% RI ................... $ 6,090,000 79.7% 73.5% 118 1.28x 5.462% MN ................... $ 2,357,810 72.9% 59.9% 118 1.33x 5.734% MI ................... $ 3,567,739 77.5% 63.1% 118 1.35x 5.523% ME ................... $ 2,763,000 64.2% 63.1% 63 2.13x 5.408% OK ................... $ 588,388 74.0% 56.6% 119 1.42x 5.520% WI ................... $ 361,263 74.0% 56.6% 119 1.42x 5.520% AR ................... $ 351,228 74.0% 56.6% 119 1.42x 5.520% ID ................... $ 300,388 74.0% 56.6% 119 1.42x 5.520% NH ................... $ 382,722 74.0% 56.6% 119 1.42x 5.520% KY ................... $ 243,233 74.0% 56.6% 119 1.42x 5.520% NM ................... $ 245,134 74.0% 56.6% 119 1.42x 5.520% IA ................... $ 228,507 74.0% 56.6% 119 1.42x 5.520% MS ................... $ 129,458 74.0% 56.6% 119 1.42x 5.520% WV ................... $ 198,831 74.0% 56.6% 119 1.42x 5.520% NE ................... $ 160,636 74.0% 56.6% 119 1.42x 5.520% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </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) 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-136 MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 2 MORTGAGE LOANS(1) <TABLE> % OF NUMBER OF AGGREGATE CUT-OFF DATE AVERAGE MORTGAGED CUT-OFF DATE GROUP 2 CUT-OFF DATE STATE PROPERTIES BALANCE BALANCE BALANCE - -------------- ------------ ---------------- -------------- -------------- CA ........... 5 $ 59,400,000 18.6% $ 11,880,000 Southern (3) 5 59,400,000 18.6 $ 11,880,000 AZ ........... 2 43,200,000 13.5 $ 21,600,000 NV ........... 2 32,700,000 10.3 $ 16,350,000 GA ........... 1 28,500,000 8.9 $ 28,500,000 KS ........... 1 24,000,000 7.5 $ 24,000,000 DC ........... 1 23,850,000 7.5 $ 23,850,000 FL ........... 4 17,365,916 5.4 $ 4,341,479 SC ........... 1 15,500,000 4.9 $ 15,500,000 TX ........... 1 12,000,000 3.8 $ 12,000,000 WA ........... 1 11,836,000 3.7 $ 11,836,000 MN ........... 3 11,165,088 3.5 $ 3,721,696 AL ........... 2 8,114,323 2.5 $ 4,057,161 SD ........... 1 7,492,599 2.3 $ 7,492,599 NC ........... 1 6,560,000 2.1 $ 6,560,000 IN ........... 1 5,494,373 1.7 $ 5,494,373 LA ........... 1 4,195,764 1.3 $ 4,195,764 MS ........... 1 2,634,218 0.8 $ 2,634,218 CT ........... 1 2,475,000 0.8 $ 2,475,000 WI ........... 1 2,400,000 0.8 $ 2,400,000 - ------------- ----- 31 $ 318,883,282 100.0% $ 10,286,557 == ============= ===== WTD. AVG. STATED WTD. AVG. REMAINING MAXIMUM WTD. AVG. LTV RATIO TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE CUT-OFF DATE AT MATURITY CUT-OFF DATE MORTGAGE STATE BALANCE LTV RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - -------------- -------------- -------------- ------------- ----------- -------------- ---------- CA ........... $ 21,300,000 67.7% 59.6% 119 1.26x 5.294% Southern (3) $ 21,300,000 67.7% 59.6% 119 1.26x 5.294% AZ ........... $ 25,200,000 70.5% 67.6% 119 1.47x 5.147% NV ........... $ 20,050,000 78.0% 67.7% 119 1.24x 5.110% GA ........... $ 28,500,000 79.6% 79.6% 58 1.46x 5.180% KS ........... $ 24,000,000 75.0% 67.7% 119 1.48x 4.900% DC ........... $ 23,850,000 67.9% 56.4% 120 1.20x 5.280% FL ........... $ 5,778,882 63.6% 37.9% 139 1.38x 5.165% SC ........... $ 15,500,000 77.5% 71.2% 119 1.26x 4.760% TX ........... $ 12,000,000 69.0% 60.5% 117 1.63x 5.530% WA ........... $ 11,836,000 69.6% 60.7% 114 1.20x 5.300% MN ........... $ 5,000,000 62.3% 54.0% 103 1.35x 5.568% AL ........... $ 6,685,800 76.6% 63.8% 118 1.48x 5.289% SD ........... $ 7,492,599 60.9% 50.6% 119 1.78x 5.310% NC ........... $ 6,560,000 77.0% 67.7% 118 1.21x 5.650% IN ........... $ 5,494,373 79.6% 65.9% 119 1.22x 5.160% LA ........... $ 4,195,764 65.1% 53.9% 119 1.58x 5.220% MS ........... $ 2,634,218 65.9% 54.6% 118 1.61x 5.170% CT ........... $ 2,475,000 79.8% 73.7% 119 1.22x 5.080% WI ........... $ 2,400,000 80.0% 76.5% 53 1.25x 5.030% $ 28,500,000 71.6% 63.2% 113 1.36x 5.200% </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) 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-137 RANGE OF UNDERWRITTEN DSC RATIOS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE <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 ........... 25 $ 379,419,827 10.4% $ 15,176,793 1.25 - 1.29 ........... 17 334,465,823 9.1 $ 19,674,460 1.30 - 1.34 ........... 20 176,773,588 4.8 $ 8,838,679 1.35 - 1.39 ........... 8 172,783,265 4.7 $ 21,597,908 1.40 - 1.44 ........... 28 195,732,894 5.3 $ 6,990,460 1.45 - 1.49 ........... 13 430,877,472 11.8 $ 33,144,421 1.50 - 1.54 ........... 12 260,231,376 7.1 $ 21,685,948 1.55 - 1.59 ........... 12 276,459,229 7.5 $ 23,038,269 1.60 - 1.64 ........... 15 196,307,375 5.4 $ 13,087,158 1.65 - 1.69 ........... 7 137,593,000 3.8 $ 19,656,143 1.70 - 1.74 ........... 11 321,094,540 8.8 $ 29,190,413 1.75 - 1.79 ........... 5 60,307,599 1.6 $ 12,061,520 1.80 - 1.84 ........... 3 91,800,000 2.5 $ 30,600,000 1.85 - 1.89 ........... 3 19,183,283 0.5 $ 6,394,428 1.90 - 1.94 ........... 2 13,498,368 0.4 $ 6,749,184 1.95 - 1.99 ........... 2 9,244,530 0.3 $ 4,622,265 2.00 - 2.04 ........... 9 26,538,000 0.7 $ 2,948,667 2.05 - 2.09 ........... 6 9,351,000 0.3 $ 1,558,500 2.10 - 2.14 ........... 1 5,077,662 0.1 $ 5,077,662 2.15 - 2.19 ........... 2 6,745,480 0.2 $ 3,372,740 2.20 - 2.24 ........... 2 25,151,961 0.7 $ 12,575,981 2.25 - 2.29 ........... 1 204,416,548 5.6 $ 204,416,548 2.30 - 3.79 ........... 5 310,785,074 8.5 $ 62,157,015 -- -------------- ----- 209 $3,663,837,892 100.0% $ 17,530,325 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF UNDERWRITTEN CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- ---------------- -------------- -------------- ---------- -------------- ---------- 1.20 - 1.24 ........... $ 100,000,000 76.2% 66.6% 117 1.22x 5.137% 1.25 - 1.29 ........... $ 194,500,000 77.0% 69.8% 117 1.27x 5.423% 1.30 - 1.34 ........... $ 34,160,000 77.2% 65.5% 117 1.32x 5.295% 1.35 - 1.39 ........... $ 141,200,000 78.3% 67.6% 119 1.37x 5.699% 1.40 - 1.44 ........... $ 20,925,000 70.9% 56.9% 112 1.42x 5.481% 1.45 - 1.49 ........... $ 182,500,000 72.4% 69.6% 76 1.47x 5.062% 1.50 - 1.54 ........... $ 86,500,000 73.3% 69.2% 96 1.53x 5.216% 1.55 - 1.59 ........... $ 140,000,000 76.3% 75.8% 105 1.56x 5.171% 1.60 - 1.64 ........... $ 48,000,000 71.4% 70.5% 72 1.61x 5.128% 1.65 - 1.69 ........... $ 57,400,000 73.1% 70.5% 100 1.67x 5.264% 1.70 - 1.74 ........... $ 115,000,000 70.4% 66.2% 94 1.71x 5.164% 1.75 - 1.79 ........... $ 37,400,000 71.6% 70.3% 67 1.75x 5.097% 1.80 - 1.84 ........... $ 67,100,000 71.6% 71.6% 59 1.83x 5.048% 1.85 - 1.89 ........... $ 7,989,283 71.7% 65.0% 96 1.87x 5.476% 1.90 - 1.94 ........... $ 12,000,000 68.5% 67.5% 66 1.94x 4.962% 1.95 - 1.99 ........... $ 6,471,530 61.8% 54.7% 116 1.96x 5.143% 2.00 - 2.04 ........... $ 3,981,000 64.9% 64.9% 96 2.02x 5.114% 2.05 - 2.09 ........... $ 2,834,000 64.3% 64.3% 105 2.05x 4.996% 2.10 - 2.14 ........... $ 5,077,662 49.8% 41.5% 116 2.12x 5.191% 2.15 - 2.19 ........... $ 3,982,480 58.2% 52.8% 93 2.17x 5.277% 2.20 - 2.24 ........... $ 22,961,598 52.7% 41.1% 118 2.20x 5.832% 2.25 - 2.29 ........... $ 204,416,548 56.0% 47.2% 117 2.28x 5.720% 2.30 - 3.79 ........... $ 160,000,000 56.4% 56.2% 119 3.05x 5.036% $ 204,416,548 71.2% 65.8% 102 1.67x 5.248% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-138 RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF UNDERWRITTEN NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- ----------------- -------------- -------------- 1.20 - 1.24 ........... 12 $ 236,368,323 7.1% $ 19,697,360 1.25 - 1.29 ........... 14 295,265,823 8.8 $ 21,090,416 1.30 - 1.34 ........... 19 173,205,965 5.2 $ 9,116,103 1.35 - 1.39 ........... 6 166,854,742 5.0 $ 27,809,124 1.40 - 1.44 ........... 25 180,804,011 5.4 $ 7,232,160 1.45 - 1.49 ........... 11 378,377,472 11.3 $ 34,397,952 1.50 - 1.54 ........... 11 253,545,576 7.6 $ 23,049,598 1.55 - 1.59 ........... 11 272,263,464 8.1 $ 24,751,224 1.60 - 1.64 ........... 13 181,673,157 5.4 $ 13,974,858 1.65 - 1.69 ........... 6 112,393,000 3.4 $ 18,732,167 1.70 - 1.74 ........... 11 321,094,540 9.6 $ 29,190,413 1.75 - 1.79 ........... 4 52,815,000 1.6 $ 13,203,750 1.80 - 1.84 ........... 3 91,800,000 2.7 $ 30,600,000 1.85 - 1.89 ........... 3 19,183,283 0.6 $ 6,394,428 1.90 - 1.94 ........... 1 12,000,000 0.4 $ 12,000,000 1.95 - 1.99 ........... 2 9,244,530 0.3 $ 4,622,265 2.00 - 2.04 ........... 9 26,538,000 0.8 $ 2,948,667 2.05 - 2.09 ........... 6 9,351,000 0.3 $ 1,558,500 2.10 - 2.14 ........... 1 5,077,662 0.2 $ 5,077,662 2.15 - 2.19 ........... 2 6,745,480 0.2 $ 3,372,740 2.20 - 2.24 ........... 2 25,151,961 0.8 $ 12,575,981 2.25 - 2.29 ........... 1 204,416,548 6.1 $204,416,548 2.30 - 3.79 ........... 5 310,785,074 9.3 $ 62,157,015 -- -------------- ----- 178 $3,344,954,610 100.0% $ 18,791,880 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF UNDERWRITTEN CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 1.20 - 1.24 ........... $100,000,000 78.0% 68.4% 117 1.22x 5.082% 1.25 - 1.29 ........... $194,500,000 77.9% 70.5% 118 1.27x 5.471% 1.30 - 1.34 ........... $ 34,160,000 77.2% 65.5% 117 1.32x 5.291% 1.35 - 1.39 ........... $141,200,000 78.8% 68.0% 119 1.37x 5.722% 1.40 - 1.44 ........... $ 20,925,000 72.4% 59.4% 110 1.42x 5.488% 1.45 - 1.49 ........... $182,500,000 71.7% 68.9% 74 1.47x 5.063% 1.50 - 1.54 ........... $ 86,500,000 73.2% 69.4% 95 1.53x 5.213% 1.55 - 1.59 ........... $140,000,000 76.5% 76.1% 104 1.56x 5.170% 1.60 - 1.64 ........... $ 48,000,000 71.7% 71.4% 68 1.61x 5.100% 1.65 - 1.69 ........... $ 57,400,000 74.1% 70.9% 95 1.67x 5.272% 1.70 - 1.74 ........... $115,000,000 70.4% 66.2% 94 1.71x 5.164% 1.75 - 1.79 ........... $ 37,400,000 73.1% 73.1% 59 1.75x 5.067% 1.80 - 1.84 ........... $ 67,100,000 71.6% 71.6% 59 1.83x 5.048% 1.85 - 1.89 ........... $ 7,989,283 71.7% 65.0% 96 1.87x 5.476% 1.90 - 1.94 ........... $ 12,000,000 70.6% 70.6% 59 1.94x 4.970% 1.95 - 1.99 ........... $ 6,471,530 61.8% 54.7% 116 1.96x 5.143% 2.00 - 2.04 ........... $ 3,981,000 64.9% 64.9% 96 2.02x 5.114% 2.05 - 2.09 ........... $ 2,834,000 64.3% 64.3% 105 2.05x 4.996% 2.10 - 2.14 ........... $ 5,077,662 49.8% 41.5% 116 2.12x 5.191% 2.15 - 2.19 ........... $ 3,982,480 58.2% 52.8% 93 2.17x 5.277% 2.20 - 2.24 ........... $ 22,961,598 52.7% 41.1% 118 2.20x 5.832% 2.25 - 2.29 ........... $204,416,548 56.0% 47.2% 117 2.28x 5.720% 2.30 - 3.79 ........... $160,000,000 56.4% 56.2% 119 3.05x 5.036% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-139 RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF UNDERWRITTEN NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- -------------- -------------- -------------- 1.20 - 1.24 ........... 13 $143,051,504 44.9% $ 11,003,962 1.25 - 1.29 ........... 3 39,200,000 12.3 $ 13,066,667 1.30 - 1.34 ........... 1 3,567,623 1.1 $ 3,567,623 1.35 - 1.39 ........... 2 5,928,523 1.9 $ 2,964,261 1.40 - 1.44 ........... 3 14,928,882 4.7 $ 4,976,294 1.45 - 1.49 ........... 2 52,500,000 16.5 $ 26,250,000 1.50 - 1.54 ........... 1 6,685,800 2.1 $ 6,685,800 1.55 - 1.59 ........... 1 4,195,764 1.3 $ 4,195,764 1.60 - 1.64 ........... 2 14,634,218 4.6 $ 7,317,109 1.65 - 1.69 ........... 1 25,200,000 7.9 $ 25,200,000 1.75 - 1.79 ........... 1 7,492,599 2.3 $ 7,492,599 1.90 - 1.94 ........... 1 1,498,368 0.5 $ 1,498,368 -- ------------ ----- 31 $318,883,282 100.0% $ 10,286,557 == ============ ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF UNDERWRITTEN CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 1.20 - 1.24 ........... $23,850,000 73.3% 63.5% 119 1.22x 5.230% 1.25 - 1.29 ........... $21,300,000 70.8% 64.3% 115 1.27x 5.065% 1.30 - 1.34 ........... $ 3,567,623 76.4% 63.8% 118 1.34x 5.450% 1.35 - 1.39 ........... $ 4,500,000 65.0% 56.4% 119 1.36x 5.029% 1.40 - 1.44 ........... $ 5,778,882 52.0% 26.8% 130 1.43x 5.394% 1.45 - 1.49 ........... $28,500,000 77.5% 74.2% 86 1.47x 5.052% 1.50 - 1.54 ........... $ 6,685,800 76.0% 63.4% 118 1.51x 5.325% 1.55 - 1.59 ........... $ 4,195,764 65.1% 53.9% 119 1.58x 5.220% 1.60 - 1.64 ........... $12,000,000 68.4% 59.4% 117 1.63x 5.465% 1.65 - 1.69 ........... $25,200,000 68.9% 68.9% 119 1.67x 5.230% 1.75 - 1.79 ........... $ 7,492,599 60.9% 50.6% 119 1.78x 5.310% 1.90 - 1.94 ........... $ 1,498,368 51.7% 42.4% 119 1.92x 4.900% $28,500,000 71.6% 63.2% 113 1.36x 5.200% </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 ......... 1 $ 6,492,929 0.2% $ 6,492,929 35.01 - 40.00 ......... 1 1,692,145 0.0 $ 1,692,145 40.01 - 50.00 ......... 7 18,092,285 0.5 $ 2,584,612 50.01 - 55.00 ......... 7 105,786,158 2.9 $ 15,112,308 55.01 - 60.00 ......... 9 471,684,850 12.9 $ 52,409,428 60.01 - 65.00 ......... 29 250,375,593 6.8 $ 8,633,641 65.01 - 70.00 ......... 31 544,277,592 14.9 $ 17,557,342 70.01 - 75.00 ......... 47 751,108,294 20.5 $ 15,981,028 75.01 - 80.00 ......... 77 1,514,328,046 41.3 $ 19,666,598 -- -------------- ----- 209 $3,663,837,892 100.0% $ 17,530,325 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 30.01 - 35.00 ......... $ 6,492,929 33.3% 27.3% 119 3.26x 4.900% 35.01 - 40.00 ......... $ 1,692,145 35.6% 22.7% 118 2.70x 5.200% 40.01 - 50.00 ......... $ 5,077,662 47.2% 36.2% 113 1.75x 5.420% 50.01 - 55.00 ......... $ 60,000,000 53.2% 48.4% 114 2.22x 5.254% 55.01 - 60.00 ......... $204,416,548 56.3% 50.7% 111 2.52x 5.369% 60.01 - 65.00 ......... $ 82,600,000 63.6% 61.0% 104 2.00x 5.258% 65.01 - 70.00 ......... $ 85,000,000 68.9% 65.1% 100 1.58x 5.189% 70.01 - 75.00 ......... $182,500,000 73.2% 67.3% 93 1.47x 5.183% 75.01 - 80.00 ......... $194,500,000 78.7% 72.7% 103 1.43x 5.262% $204,416,548 71.2% 65.8% 102 1.67x 5.248% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-140 RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- ---------------- -------------- -------------- 30.01 - 35.00 ......... 1 $ 6,492,929 0.2% $ 6,492,929 35.01 - 40.00 ......... 1 1,692,145 0.1 $ 1,692,145 40.01 - 50.00 ......... 6 13,092,285 0.4 $ 2,182,048 50.01 - 55.00 ......... 5 100,137,789 3.0 $20,027,558 55.01 - 60.00 ......... 8 465,905,967 13.9 $58,238,246 60.01 - 65.00 ......... 26 217,082,993 6.5 $ 8,349,346 65.01 - 70.00 ......... 24 453,061,610 13.5 $18,877,567 70.01 - 75.00 ......... 43 686,658,294 20.5 $15,968,798 75.01 - 80.00 ......... 64 1,400,830,597 41.9 $21,887,978 -- -------------- ----- 178 $3,344,954,610 100.0% $18,791,880 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 30.01 - 35.00 ......... $ 6,492,929 33.3% 27.3% 119 3.26x 4.900% 35.01 - 40.00 ......... $ 1,692,145 35.6% 22.7% 118 2.70x 5.200% 40.01 - 50.00 ......... $ 5,077,662 48.1% 34.0% 124 1.87x 5.290% 50.01 - 55.00 ......... $ 60,000,000 53.3% 48.5% 114 2.26x 5.249% 55.01 - 60.00 ......... $204,416,548 56.3% 51.4% 110 2.53x 5.374% 60.01 - 65.00 ......... $ 82,600,000 63.6% 61.8% 102 2.09x 5.259% 65.01 - 70.00 ......... $ 85,000,000 69.0% 65.9% 97 1.62x 5.167% 70.01 - 75.00 ......... $182,500,000 73.1% 67.5% 90 1.48x 5.194% 75.01 - 80.00 ......... $194,500,000 78.7% 72.8% 103 1.44x 5.270% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </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 DATE AVERAGE RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- ---------------- -------------- -------------- 40.01 - 50.00 ......... 1 $ 5,000,000 1.6% $ 5,000,000 50.01 - 55.00 ......... 2 5,648,368 1.8 $ 2,824,184 55.01 - 60.00 ......... 1 5,778,882 1.8 $ 5,778,882 60.01 - 65.00 ......... 3 33,292,599 10.4 $ 11,097,533 65.01 - 70.00 ......... 7 91,215,983 28.6 $ 13,030,855 70.01 - 75.00 ......... 4 64,450,000 20.2 $ 16,112,500 75.01 - 80.00 ......... 13 113,497,450 35.6 $ 8,730,573 -- ------------- ----- 31 $ 318,883,282 100.0% $ 10,286,557 == ============= ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 40.01 - 50.00 ......... $ 5,000,000 44.8% 41.8% 83 1.43x 5.760% 50.01 - 55.00 ......... $ 4,150,000 52.3% 45.1% 118 1.56x 5.341% 55.01 - 60.00 ......... $ 5,778,882 57.8% 0.0% 179 1.42x 5.000% 60.01 - 65.00 ......... $ 21,300,000 63.4% 55.6% 119 1.40x 5.255% 65.01 - 70.00 ......... $ 25,200,000 68.4% 61.3% 118 1.42x 5.297% 70.01 - 75.00 ......... $ 24,000,000 73.7% 65.7% 119 1.31x 5.062% 75.01 - 80.00 ......... $ 28,500,000 78.1% 70.7% 102 1.31x 5.161% $ 28,500,000 71.6% 63.2% 113 1.36x 5.200% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-141 RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE MATURITY OR ANTICIPATED REPAYMENT DATE <TABLE> AGGREGATE % OF AVERAGE RANGE OF MATURITY DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIOS (%)* LOANS BALANCE POOL BALANCE BALANCE - ------------------------ ----------- ----------------- -------------- -------------- 0.00 - 5.00 ............ 2 $ 7,273,612 0.2% $ 3,636,806 20.01 - 30.00 .......... 3 9,479,067 0.3 $ 3,159,689 30.01 - 40.00 .......... 3 5,276,293 0.1 $ 1,758,764 40.01 - 50.00 .......... 14 300,407,919 8.2 $21,457,709 50.01 - 55.00 .......... 16 205,903,175 5.6 $12,868,948 55.01 - 60.00 .......... 25 351,753,226 9.6 $14,070,129 60.01 - 65.00 .......... 53 534,945,562 14.6 $10,093,312 65.01 - 70.00 .......... 48 926,681,038 25.3 $19,305,855 70.01 - 75.00 .......... 16 812,234,000 22.2 $50,764,625 75.01 - 80.00 .......... 29 509,884,000 13.9 $17,582,207 -- -------------- ----- 209 $3,663,837,892 100.0% $17,530,325 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF MATURITY DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE LTV RATIOS (%)* BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ------------------------ ---------------- -------------- -------------- ---------- -------------- ---------- 0.00 - 5.00 ............ $ 5,778,882 55.5% 0.0% 179 1.40x 5.080% 20.01 - 30.00 .......... $ 6,492,929 35.5% 26.8% 119 2.93x 4.995% 30.01 - 40.00 .......... $ 2,190,364 51.2% 34.0% 127 1.73x 5.279% 40.01 - 50.00 .......... $ 204,416,548 56.4% 46.4% 115 2.11x 5.742% 50.01 - 55.00 .......... $ 60,000,000 59.7% 53.3% 103 1.86x 5.150% 55.01 - 60.00 .......... $ 160,000,000 62.9% 56.3% 117 2.31x 5.232% 60.01 - 65.00 .......... $ 82,600,000 69.5% 63.2% 111 1.70x 5.305% 65.01 - 70.00 .......... $ 141,200,000 74.3% 68.1% 107 1.46x 5.268% 70.01 - 75.00 .......... $ 194,500,000 76.7% 72.7% 91 1.44x 5.119% 75.01 - 80.00 .......... $ 140,000,000 78.6% 78.6% 81 1.59x 5.126% $ 204,416,548 71.2% 65.8% 102 1.67x 5.248% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-142 RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE MATURITY OR ANTICIPATED REPAYMENT DATE <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF MATURITY DATE NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE LTV RATIOS (%)* LOANS BALANCE BALANCE BALANCE - --------------------------- ----------- ----------------- -------------- -------------- 0.00 -- 5.00 .............. 1 $ 1,494,730 0.0% $ 1,494,730 20.01 -- 30.00 ............ 3 9,479,067 0.3 $ 3,159,689 30.01 -- 40.00 ............ 3 5,276,293 0.2 $ 1,758,764 40.01 -- 50.00 ............ 11 289,759,551 8.7 $26,341,777 50.01 -- 55.00 ............ 12 187,080,593 5.6 $15,590,049 55.01 -- 60.00 ............ 22 297,853,226 8.9 $13,538,783 60.01 -- 65.00 ............ 46 481,170,009 14.4 $10,460,218 65.01 -- 70.00 ............ 39 799,598,142 23.9 $20,502,516 70.01 -- 75.00 ............ 14 794,259,000 23.7 $56,732,786 75.01 -- 80.00 ............ 27 478,984,000 14.3 $17,740,148 -- -------------- ----- 178 $3,344,954,610 100.0% $18,791,880 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF MATURITY DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE LTV RATIOS (%)* BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - --------------------------- -------------- -------------- -------------- ---------- -------------- ---------- 0.00 -- 5.00 .............. $ 1,494,730 46.7% 0.0% 179 1.30x 5.390% 20.01 -- 30.00 ............ $ 6,492,929 35.5% 26.8% 119 2.93x 4.995% 30.01 -- 40.00 ............ $ 2,190,364 51.2% 34.0% 127 1.73x 5.279% 40.01 -- 50.00 ............ $204,416,548 56.7% 46.5% 116 2.14x 5.750% 50.01 -- 55.00 ............ $ 60,000,000 59.4% 53.3% 101 1.88x 5.146% 55.01 -- 60.00 ............ $160,000,000 62.1% 56.2% 117 2.50x 5.224% 60.01 -- 65.00 ............ $ 82,600,000 69.3% 63.4% 111 1.73x 5.295% 65.01 -- 70.00 ............ $141,200,000 74.2% 68.2% 105 1.47x 5.289% 70.01 -- 75.00 ............ $194,500,000 76.7% 72.8% 90 1.44x 5.127% 75.01 -- 80.00 ............ $140,000,000 78.6% 78.6% 82 1.60x 5.123% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </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 MATURITY OR ANTICIPATED REPAYMENT DATE <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF MATURITY DATE NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE LTV RATIOS (%)* LOANS BALANCE BALANCE BALANCE - --------------------------- ----------- ---------------- -------------- -------------- 0.00 -- 5.00 .............. 1 $ 5,778,882 1.8% $ 5,778,882 40.01 -- 50.00 ............ 3 10,648,368 3.3 $ 3,549,456 50.01 -- 55.00 ............ 4 18,822,582 5.9 $ 4,705,645 55.01 -- 60.00 ............ 3 53,900,000 16.9 $ 17,966,667 60.01 -- 65.00 ............ 7 53,775,554 16.9 $ 7,682,222 65.01 -- 70.00 ............ 9 127,082,896 39.9 $ 14,120,322 70.01 -- 75.00 ............ 2 17,975,000 5.6 $ 8,987,500 75.01 -- 80.00 ............ 2 30,900,000 9.7 $ 15,450,000 - ------------- ----- 31 $ 318,883,282 100.0% $ 10,286,557 == ============= ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF MATURITY DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE LTV RATIOS (%)* BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - --------------------------- -------------- -------------- -------------- ---------- -------------- ---------- 0.00 -- 5.00 .............. $ 5,778,882 57.8% 0.0% 179 1.42x 5.000% 40.01 -- 50.00 ............ $ 5,000,000 48.8% 43.6% 102 1.50x 5.538% 50.01 -- 55.00 ............ $ 7,492,599 62.4% 52.6% 119 1.61x 5.196% 55.01 -- 60.00 ............ $ 23,850,000 67.3% 57.4% 120 1.24x 5.273% 60.01 -- 65.00 ............ $ 12,000,000 71.3% 61.6% 117 1.36x 5.390% 65.01 -- 70.00 ............ $ 25,200,000 74.5% 67.4% 119 1.36x 5.132% 70.01 -- 75.00 ............ $ 15,500,000 77.8% 71.6% 119 1.25x 4.804% 75.01 -- 80.00 ............ $ 28,500,000 79.6% 79.4% 58 1.44x 5.168% $ 28,500,000 71.6% 63.2% 113 1.36x 5.200% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-143 RANGE OF MORTGAGE RATES FOR ALL MORTGAGE LOANS <TABLE> AGGREGATE % OF AVERAGE RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE MORTGAGE RATES (%) LOANS BALANCE POOL BALANCE BALANCE - ----------------------- ----------- ------------------ -------------- -------------- 4.760 -- 5.249 ........ 80 $ 1,922,710,218 52.5% $ 24,033,878 5.250 -- 5.499 ........ 79 1,081,544,120 29.5 $ 13,690,432 5.500 -- 5.749 ........ 31 389,926,818 10.6 $ 12,578,284 5.750 -- 5.999 ........ 17 261,649,114 7.1 $ 15,391,124 6.000 -- 6.249 ........ 1 3,794,357 0.1 $ 3,794,357 8.000 -- 8.249 ........ 1 4,213,265 0.1 $ 4,213,265 -- --------------- ----- 209 $ 3,663,837,892 100.0% $ 17,530,325 === =============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 4.760 -- 5.249 ........ $182,500,000 71.7% 68.7% 93 1.72x 5.030% 5.250 -- 5.499 ........ $194,500,000 72.2% 66.4% 109 1.55x 5.343% 5.500 -- 5.749 ........ $204,416,548 63.9% 53.7% 114 1.86x 5.650% 5.750 -- 5.999 ........ $141,200,000 74.1% 61.6% 118 1.49x 5.808% 6.000 -- 6.249 ........ $ 3,794,357 63.8% 51.0% 101 1.41x 6.050% 8.000 -- 8.249 ........ $ 4,213,265 53.3% 40.4% 84 1.26x 8.150% $204,416,548 71.2% 65.8% 102 1.67x 5.248% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF MORTGAGE RATES FOR LOAN GROUP 1 MORTGAGE LOANS <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE MORTGAGE RATES (%) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- ----------------- -------------- -------------- 4.780 -- 5.249 ........ 63 $1,739,655,089 52.0% $27,613,573 5.250 -- 5.499 ........ 70 979,014,632 29.3 $13,985,923 5.500 -- 5.749 ........ 27 361,628,152 10.8 $13,393,635 5.750 -- 5.999 ........ 16 256,649,114 7.7 $16,040,570 6.000 -- 6.249 ........ 1 3,794,357 0.1 $ 3,794,357 8.000 -- 8.249 ........ 1 4,213,265 0.1 $ 4,213,265 -- -------------- ----- 178 $3,344,954,610 100.0% $18,791,880 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 4.780 -- 5.249 ........ $182,500,000 71.5% 68.9% 91 1.76x 5.025% 5.250 -- 5.499 ........ $194,500,000 72.6% 67.1% 108 1.58x 5.348% 5.500 -- 5.749 ........ $204,416,548 63.5% 53.2% 114 1.89x 5.658% 5.750 -- 5.999 ........ $141,200,000 74.7% 61.9% 119 1.49x 5.808% 6.000 -- 6.249 ........ $ 3,794,357 63.8% 51.0% 101 1.41x 6.050% 8.000 -- 8.249 ........ $ 4,213,265 53.3% 40.4% 84 1.26x 8.150% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-144 RANGE OF MORTGAGE RATES FOR LOAN GROUP 2 MORTGAGE LOANS <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE MORTGAGE RATES (%) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- -------------- -------------- -------------- 4.760 -- 5.249 ........ 17 $183,055,129 57.4% $ 10,767,949 5.250 -- 5.499 ........ 9 102,529,487 32.2 $ 11,392,165 5.500 -- 5.749 ........ 4 28,298,666 8.9 $ 7,074,666 5.750 -- 5.999 ........ 1 5,000,000 1.6 $ 5,000,000 -- ------------ ----- 31 $318,883,282 100.0% $ 10,286,557 == ============ ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 4.760 -- 5.249 ........ $28,500,000 74.1% 66.4% 111 1.39x 5.073% 5.250 -- 5.499 ........ $23,850,000 68.9% 59.4% 119 1.29x 5.300% 5.500 -- 5.749 ........ $12,000,000 69.7% 60.6% 118 1.42x 5.555% 5.750 -- 5.999 ........ $ 5,000,000 44.8% 41.8% 83 1.43x 5.760% $28,500,000 71.6% 63.2% 113 1.36x 5.200% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-145 RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR ALL MORTGAGE LOANS <TABLE> RANGE OF ORIGINAL TERMS TO MATURITY OR AGGREGATE % OF AVERAGE ANTICIPATED REPAYMENT NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE DATE (MONTHS) LOANS BALANCE POOL BALANCE BALANCE - --------------------------- ----------- ---------------- -------------- -------------- 0 - 60 .................... 40 $ 760,902,727 20.8% $19,022,568 61 - 84 ................... 19 408,170,411 11.1 $21,482,653 85 - 108 .................. 2 34,500,000 0.9 $17,250,000 109 - 120 ................. 145 2,450,900,592 66.9 $16,902,763 121 - 156 ................. 1 2,090,550 0.1 $ 2,090,550 169 - 180 ................. 2 7,273,612 0.2 $ 3,636,806 --- -------------- ----- 209 $3,663,837,892 100.0% $17,530,325 === ============== ===== WTD. AVG. STATED RANGE OF ORIGINAL TERMS REMAINING TO MATURITY OR MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - --------------------------- -------------- -------------- -------------- ---------- -------------- ---------- 0 - 60 .................... $182,500,000 73.1% 72.9% 59 1.59x 5.049% 61 - 84 ................... $115,000,000 71.7% 69.0% 80 1.64x 5.198% 85 - 108 .................. $ 20,925,000 76.1% 67.3% 93 1.33x 5.240% 109 - 120 ................. $204,416,548 70.5% 63.3% 119 1.70x 5.319% 121 - 156 ................. $ 2,090,550 59.7% 32.5% 142 1.33x 5.410% 169 - 180 ................. $ 5,778,882 55.5% 0.0% 179 1.40x 5.080% $204,416,548 71.2% 65.8% 102 1.67x 5.248% </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 TERMS % OF TO MATURITY OR AGGREGATE CUT-OFF DATE AVERAGE ANTICIPATED REPAYMENT NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE DATE (MONTHS) LOANS BALANCE BALANCE BALANCE - --------------------------- ----------- ---------------- -------------- -------------- 0 - 60 .................... 38 $ 730,002,727 21.8% $19,210,598 61 - 84 ................... 18 403,170,411 12.1 $22,398,356 85 - 108 .................. 2 34,500,000 1.0 $17,250,000 109 - 120 ................. 118 2,173,696,192 65.0 $18,421,154 121 - 156 ................. 1 2,090,550 0.1 $ 2,090,550 169 - 180 ................. 1 1,494,730 0.0 $ 1,494,730 --- -------------- ----- 178 $3,344,954,610 100.0% $18,791,880 === ============== ===== WTD. AVG. STATED RANGE OF ORIGINAL TERMS REMAINING TO MATURITY OR MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - --------------------------- -------------- -------------- -------------- ---------- -------------- ---------- 0 - 60 .................... $182,500,000 72.9% 72.7% 59 1.60x 5.044% 61 - 84 ................... $115,000,000 72.0% 69.3% 80 1.64x 5.191% 85 - 108 .................. $ 20,925,000 76.1% 67.3% 93 1.33x 5.240% 109 - 120 ................. $204,416,548 70.4% 63.4% 119 1.75x 5.334% 121 - 156 ................. $ 2,090,550 59.7% 32.5% 142 1.33x 5.410% 169 - 180 ................. $ 1,494,730 46.7% 0.0% 179 1.30x 5.390% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-146 RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 2 MORTGAGE LOANS <TABLE> RANGE OF ORIGINAL TERMS TO MATURITY OR % OF % OF CUT-OFF AVERAGE ANTICIPATED REPAYMENT NUMBER CUT-OFF DATE DATE GROUP 2 CUT-OFF DATE DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - --------------------------- ---------- -------------- -------------- -------------- 0 - 60 .................... 2 $ 30,900,000 9.7% $15,450,000 61 - 84 ................... 1 5,000,000 1.6 $ 5,000,000 109 - 120 ................. 27 277,204,400 86.9 $10,266,830 169 - 180 ................. 1 5,778,882 1.8 $ 5,778,882 -- ------------ ----- 31 $318,883,282 100.0% $10,286,557 == ============ ===== WTD. AVG. STATED RANGE OF ORIGINAL TERMS REMAINING TO MATURITY OR MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - --------------------------- -------------- -------------- -------------- ---------- -------------- ---------- 0 - 60 .................... $28,500,000 79.6% 79.4% 58 1.44x 5.168% 61 - 84 ................... $ 5,000,000 44.8% 41.8% 83 1.43x 5.760% 109 - 120 ................. $25,200,000 71.4% 63.1% 119 1.35x 5.197% 169 - 180 ................. $ 5,778,882 57.8% 0.0% 179 1.42x 5.000% $28,500,000 71.6% 63.2% 113 1.36x 5.200% </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 TERMS TO MATURITY OR AGGREGATE % OF AVERAGE ANTICIPATED REPAYMENT NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE DATE (MONTHS) OF LOANS BALANCE POOL BALANCE BALANCE - -------------------------- ---------- ---------------- -------------- -------------- 0 - 60 ................... 40 $ 760,902,727 20.8% $19,022,568 61 - 84 .................. 20 412,383,676 11.3 $20,619,184 85 - 108 ................. 3 38,294,357 1.0 $12,764,786 109 - 120 ................ 143 2,442,892,970 66.7 $17,083,168 121 - 156 ................ 1 2,090,550 0.1 $ 2,090,550 169 - 180 ................ 2 7,273,612 0.2 $ 3,636,806 --- -------------- ----- 209 $3,663,837,892 100.0% $17,530,325 === ============== ===== WTD. AVG. STATED RANGE OF REMAINING REMAINING TERMS TO MATURITY OR MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - -------------------------- -------------- -------------- -------------- ---------- -------------- ---------- 0 - 60 ................... $182,500,000 73.1% 72.9% 59 1.59x 5.049% 61 - 84 .................. $115,000,000 71.5% 68.7% 80 1.63x 5.229% 85 - 108 ................. $ 20,925,000 74.9% 65.7% 94 1.34x 5.320% 109 - 120 ................ $204,416,548 70.5% 63.4% 119 1.71x 5.313% 121 - 156 ................ $ 2,090,550 59.7% 32.5% 142 1.33x 5.410% 169 - 180 ................ $ 5,778,882 55.5% 0.0% 179 1.40x 5.080% $204,416,548 71.2% 65.8% 102 1.67x 5.248% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-147 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 REMAINING % OF TERMS TO MATURITY OR AGGREGATE CUT-OFF DATE AVERAGE ANTICIPATED REPAYMENT NUMBER CUT-OFF DATE GROUP 1 CUT-OFF DATE DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - -------------------------- ---------- ---------------- -------------- -------------- 0 - 60 ................... 38 $ 730,002,727 21.8% $19,210,598 61 - 84 .................. 19 407,383,676 12.2 $21,441,246 85 - 108 ................. 3 38,294,357 1.1 $12,764,786 109 - 120 ................ 116 2,165,688,570 64.7 $18,669,729 121 - 156 ................ 1 2,090,550 0.1 $ 2,090,550 169 - 180 ................ 1 1,494,730 0.0 $ 1,494,730 --- -------------- ----- 178 $3,344,954,610 100.0% $18,791,880 === ============== ===== WTD. AVG. STATED RANGE OF REMAINING REMAINING TERMS TO MATURITY OR MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - -------------------------- -------------- -------------- -------------- ---------- -------------- ---------- 0 - 60 ................... $182,500,000 72.9% 72.7% 59 1.60x 5.044% 61 - 84 .................. $115,000,000 71.8% 69.0% 80 1.64x 5.222% 85 - 108 ................. $ 20,925,000 74.9% 65.7% 94 1.34x 5.320% 109 - 120 ................ $204,416,548 70.4% 63.4% 119 1.75x 5.328% 121 - 156 ................ $ 2,090,550 59.7% 32.5% 142 1.33x 5.410% 169 - 180 ................ $ 1,494,730 46.7% 0.0% 179 1.30x 5.390% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </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 % OF TERMS TO MATURITY OR AGGREGATE CUT-OFF DATE AVERAGE ANTICIPATED REPAYMENT NUMBER CUT-OFF DATE GROUP 2 CUT-OFF DATE DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - -------------------------- ---------- -------------- -------------- -------------- 0 - 60 ................... 2 $ 30,900,000 9.7% $15,450,000 61 - 84 .................. 1 5,000,000 1.6 $ 5,000,000 109 - 120 ................ 27 277,204,400 86.9 $10,266,830 169 - 180 ................ 1 5,778,882 1.8 $ 5,778,882 -- ------------ ----- 31 $318,883,282 100.0% $10,286,557 == ============ ===== WTD. AVG. STATED RANGE OF REMAINING REMAINING TERMS TO MATURITY OR MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - -------------------------- -------------- -------------- -------------- ---------- -------------- ---------- 0 - 60 ................... $28,500,000 79.6% 79.4% 58 1.44x 5.168% 61 - 84 .................. $ 5,000,000 44.8% 41.8% 83 1.43x 5.760% 109 - 120 ................ $25,200,000 71.4% 63.1% 119 1.35x 5.197% 169 - 180 ................ $ 5,778,882 57.8% 0.0% 179 1.42x 5.000% $28,500,000 71.6% 63.2% 113 1.36x 5.200% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-148 RANGE OF REMAINING AMORTIZATION TERMS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE <TABLE> AGGREGATE % OF AVERAGE REMAINING AMORTIZATION NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE TERMS (MONTHS)(1) OF LOANS BALANCE POOL BALANCE BALANCE - --------------------------- ---------- ---------------- -------------- -------------- 145 - 180 ................. 2 $ 7,273,612 0.2% $ 3,636,806 193 - 228 ................. 1 4,213,265 0.1 $ 4,213,265 229 - 264 ................. 7 38,652,515 1.1 $ 5,521,788 265 - 300 ................. 20 171,025,269 4.7 $ 8,551,263 301 - 348 ................. 6 25,284,444 0.7 $ 4,214,074 349 - 360 ................. 100 1,763,438,788 48.1 $17,634,388 Varies .................... 3 76,200,000 2.1 $25,400,000 Non-amortizing ............ 70 1,577,750,000 43.1 $22,539,286 --- -------------- ----- 209 $3,663,837,892 100.0% $17,530,325 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. REMAINING AMORTIZATION CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE TERMS (MONTHS)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE - --------------------------- -------------- -------------- ---------------- ----------- -------------- ---------- 145 - 180 ................. $ 5,778,882 55.5% 0.0% 179 1.40x 5.080% 193 - 228 ................. $ 4,213,265 53.3% 40.4% 84 1.26x 8.150% 229 - 264 ................. $ 20,000,000 61.0% 43.1% 112 1.65x 5.650% 265 - 300 ................. $ 22,961,598 70.5% 55.1% 113 1.52x 5.589% 301 - 348 ................. $ 5,600,000 75.2% 63.0% 119 1.47x 5.698% 349 - 360 ................. $204,416,548 72.1% 63.7% 114 1.50x 5.361% Varies .................... $ 41,700,000 75.6% 66.4% 107 1.45x 5.289% Non-amortizing ............ $182,500,000 70.3% 70.3% 86 1.89x 5.060% $204,416,548 71.2% 65.8% 102 1.67x 5.248% </TABLE> - ------- The weighted average remaining amortization term for all Mortgage Loans (excluding non-amortizing loans and those that vary) is 351 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> % OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING AMORTIZATION NUMBER CUT-OFF DATE GROUP 1 CUT-OFF DATE TERMS (MONTHS)(1) OF LOANS BALANCE BALANCE BALANCE - --------------------------- ---------- ---------------- -------------- -------------- 145 - 180 ................. 1 $ 1,494,730 0.0% $ 1,494,730 193 - 228 ................. 1 4,213,265 0.1 $ 4,213,265 229 - 264 ................. 7 38,652,515 1.2 $ 5,521,788 265 - 300 ................. 20 171,025,269 5.1 $ 8,551,263 301 - 348 ................. 6 25,284,444 0.8 $ 4,214,074 349 - 360 ................. 72 1,504,034,388 45.0 $20,889,366 Varies .................... 3 76,200,000 2.3 $25,400,000 Non-amortizing ............ 68 1,524,050,000 45.6 $22,412,500 -- -------------- ----- 178 $3,344,954,610 100.0% $18,791,880 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. REMAINING AMORTIZATION CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE TERMS (MONTHS)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE - --------------------------- -------------- -------------- ---------------- ----------- -------------- ---------- 145 - 180 ................. $ 1,494,730 46.7% 0.0% 179 1.30x 5.390% 193 - 228 ................. $ 4,213,265 53.3% 40.4% 84 1.26x 8.150% 229 - 264 ................. $ 20,000,000 61.0% 43.1% 112 1.65x 5.650% 265 - 300 ................. $ 22,961,598 70.5% 55.1% 113 1.52x 5.589% 301 - 348 ................. $ 5,600,000 75.2% 63.0% 119 1.47x 5.698% 349 - 360 ................. $204,416,548 72.3% 64.0% 113 1.53x 5.388% Varies .................... $ 41,700,000 75.6% 66.4% 107 1.45x 5.289% Non-amortizing ............ $182,500,000 70.2% 70.2% 86 1.90x 5.055% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </TABLE> - ------- The weighted average remaining amortization term for all Loan Group 1 Mortgage Loans (excluding non-amortizing loans and those that vary) is 350 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-149 RANGE OF REMAINING AMORTIZATION TERMS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE <TABLE> % OF REMAINING AGGREGATE CUT-OFF DATE AVERAGE AMORTIZATION TERMS NUMBER CUT-OFF DATE GROUP 2 CUT-OFF DATE (MONTHS)(1) OF LOANS BALANCE BALANCE BALANCE - ----------------------- ---------- ---------------- -------------- -------------- 145 - 180 ............. 1 $ 5,778,882 1.8% $ 5,778,882 349 - 360 ............. 28 259,404,400 81.3 $ 9,264,443 Non-amortizing ........ 2 53,700,000 16.8 $ 26,850,000 -- ------------- ----- 31 $ 318,883,282 100.0% $ 10,286,557 == ============= ===== WTD. AVG. STATED REMAINING REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. AMORTIZATION TERMS CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE (MONTHS)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE - ----------------------- -------------- -------------- ---------------- ----------- -------------- ---------- 145 - 180 ............. $ 5,778,882 57.8% 0.0% 179 1.42x 5.000% 349 - 360 ............. $ 24,000,000 71.2% 62.3% 117 1.32x 5.203% Non-amortizing ........ $ 28,500,000 74.6% 74.6% 87 1.56x 5.203% $ 28,500,000 71.6% 63.2% 113 1.36x 5.200% </TABLE> - ------- The weighted average remaining amortization term for all Loan Group 2 Mortgage Loans (excluding non-amortizing loans) is 356 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 CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE AMORTIZATION TYPES OF LOANS BALANCE POOL BALANCE BALANCE - ----------------------------- ---------- ----------------- -------------- -------------- Interest-only, Balloon ...... 46 $1,279,941,000 34.9% $27,824,804 Interest-only, Amortizing Balloon(2) ................. 58 1,249,729,000 34.1 $21,547,052 Amortizing Balloon .......... 74 740,337,093 20.2 $10,004,555 Interest-only, ARD .......... 24 297,809,000 8.1 $12,408,708 Interest-only, Amortizing ARD(2) ..................... 3 76,200,000 2.1 $25,400,000 Amortizing ARD .............. 2 12,548,187 0.3 $ 6,274,093 Fully Amortizing ............ 2 7,273,612 0.2 $ 3,636,806 -- -------------- ----- 209 $3,663,837,892 100.0% $17,530,325 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE AMORTIZATION TYPES BALANCE LTV RATIO AT MATURITY(1) (MOS.)(1) DSC RATIO RATE - ----------------------------- -------------- -------------- ---------------- ----------- -------------- ---------- Interest-only, Balloon ...... $182,500,000 72.5% 72.5% 80 1.71x 5.048% Interest-only, Amortizing Balloon(2) ................. $194,500,000 75.6% 67.8% 114 1.38x 5.315% Amortizing Balloon .......... $204,416,548 65.5% 53.9% 113 1.72x 5.532% Interest-only, ARD .......... $160,000,000 61.0% 61.0% 114 2.64x 5.113% Interest-only, Amortizing ARD(2) ..................... $ 41,700,000 75.6% 66.4% 107 1.45x 5.289% Amortizing ARD .............. $ 8,980,447 60.8% 48.4% 93 1.43x 5.435% Fully Amortizing ............ $ 5,778,882 55.5% 0.0% 179 1.40x 5.080% $204,416,548 71.2% 65.8% 102 1.67x 5.248% </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 60 months from origination prior to the commencement of payments of principal and interest. S-150 AMORTIZATION TYPES FOR LOAN GROUP 1 MORTGAGE LOANS <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE NUMBER OF CUT-OFF GROUP 1 CUT-OFF AMORTIZATION TYPES LOANS DATE BALANCE BALANCE DATE BALANCE - ----------------------------- ----------- ----------------- -------------- -------------- Interest-only, Ballon ....... 45 $1,251,441,000 37.4% $27,809,800 Interest-only, Amortizing Balloon(2) ................. 42 1,064,108,000 31.8 $25,335,905 Amortizing Balloon .......... 62 666,553,693 19.9 $10,750,866 Interest-only, ARD .......... 23 272,609,000 8.1 $11,852,565 Interest-only, Amortizing ARD(2) ..................... 3 76,200,000 2.3 $25,400,000 Amortizing ARD .............. 2 12,548,187 0.4 $ 6,274,093 Fully Amortizing ............ 1 1,494,730 0.0 $ 1,494,730 -- -------------- ----- 178 $3,344,954,610 100.0% $18,791,880 === ============== ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE AMORTIZATION TYPES DATE BALANCE LTV RATIO AT MATURITY(1) (MOS.)(1) DSC RATIO RATE - ----------------------------- -------------- -------------- ---------------- ----------- -------------- ---------- Interest-only, Ballon ....... $182,500,000 72.3% 72.3% 80 1.72x 5.045% Interest-only, Amortizing Balloon(2) ................. $194,500,000 76.3% 68.5% 114 1.39x 5.340% Amortizing Balloon .......... $204,416,548 65.0% 53.5% 112 1.76x 5.559% Interest-only, ARD .......... $160,000,000 60.3% 60.3% 113 2.73x 5.102% Interest-only, Amortizing ARD(2) ..................... $ 41,700,000 75.6% 66.4% 107 1.45x 5.289% Amortizing ARD .............. $ 8,980,447 60.8% 48.4% 93 1.43x 5.435% Fully Amortizing ............ $ 1,494,730 46.7% 0.0% 179 1.30x 5.390% $204,416,548 71.2% 66.1% 101 1.70x 5.253% </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 60 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 GROUP 2 CUT-OFF AMORTIZATION TYPES LOANS DATE BALANCE BALANCE DATE BALANCE - ----------------------------- ----------- ---------------- -------------- -------------- Interest-only, Amortizing Balloon(2) ................. 16 $ 185,621,000 58.2% $ 11,601,313 Amortizing Balloon .......... 12 73,783,400 23.1 $ 6,148,617 Interest-only, Balloon ...... 1 28,500,000 8.9 $ 28,500,000 Interest-only, ARD .......... 1 25,200,000 7.9 $ 25,200,000 Fully Amortizing ............ 1 5,778,882 1.8 $ 5,778,882 -- ------------- ----- 31 $ 318,883,282 100.0% $ 10,286,557 == ============= ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE AMORTIZATION TYPES DATE BALANCE LTV RATIO AT MATURITY(1) (MOS.)(1) DSC RATIO RATE - ----------------------------- -------------- -------------- ---------------- ----------- -------------- ---------- Interest-only, Amortizing Balloon(2) ................. $ 24,000,000 71.7% 63.9% 117 1.30x 5.171% Amortizing Balloon .......... $ 23,850,000 70.2% 58.3% 119 1.35x 5.283% Interest-only, Balloon ...... $ 28,500,000 79.6% 79.6% 58 1.46x 5.180% Interest-only, ARD .......... $ 25,200,000 68.9% 68.9% 119 1.67x 5.230% Fully Amortizing ............ $ 5,778,882 57.8% 0.0% 179 1.42x 5.000% $ 28,500,000 71.6% 63.2% 113 1.36x 5.200% </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 20 to 60 months from origination prior to the commencement of payments of principal and interest. S-151 RANGE OF OCCUPANCY RATES FOR ALL MORTGAGE LOANS <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF OCCUPANCY NUMBER OF CUT-OFF DATE POOL CUT-OFF DATE RATES (%)(1) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- ---------------- -------------- -------------- 55.00 - 59.99 ......... 1 $ 3,750,000 0.1% $ 3,750,000 65.00 - 69.99 ......... 1 5,000,000 0.1 $ 5,000,000 70.00 - 74.99 ......... 1 6,200,000 0.2 $ 6,200,000 75.00 - 79.99 ......... 10 287,188,666 7.8 $ 28,718,867 80.00 - 84.99 ......... 15 128,857,512 3.5 $ 8,590,501 85.00 - 89.99 ......... 15 369,260,296 10.1 $ 24,617,353 90.00 - 94.99 ......... 30 423,660,540 11.6 $ 14,122,018 95.00 - 99.99 ......... 38 974,036,470 26.6 $ 25,632,539 100.00 ................ 85 1,186,524,738 32.4 $ 13,959,115 -- -------------- ---- 196 $3,384,478,221 92.4% $ 17,267,746 === ============== ==== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF OCCUPANCY CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE RATES (%)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE - ----------------------- ---------------- -------------- ---------------- ----------- -------------- ---------- 55.00 - 59.99 ......... $ 3,750,000 69.4% 69.4% 60 1.21x 5.260% 65.00 - 69.99 ......... $ 5,000,000 78.1% 78.1% 60 1.55x 5.260% 70.00 - 74.99 ......... $ 6,200,000 77.5% 77.5% 60 1.69x 5.260% 75.00 - 79.99 ......... $ 160,000,000 61.6% 61.0% 97 2.56x 5.046% 80.00 - 84.99 ......... $ 32,966,496 74.9% 63.4% 109 1.46x 5.378% 85.00 - 89.99 ......... $ 141,200,000 77.5% 70.0% 103 1.49x 5.431% 90.00 - 94.99 ......... $ 140,000,000 75.1% 70.4% 111 1.48x 5.182% 95.00 - 99.99 ......... $ 204,416,548 69.8% 63.2% 108 1.64x 5.293% 100.00 ................ $ 182,500,000 71.9% 67.7% 91 1.55x 5.148% $ 204,416,548 71.6% 66.3% 101 1.65x 5.226% </TABLE> - ------- (1) Occupancy rates were calculated based upon rent rolls made available to the 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 13 Mortgage Loans secured by hospitality properties representing 7.6% 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 - ----------------------- ----------- ---------------- -------------- -------------- 55.00 - 59.99 ......... 1 $ 3,750,000 0.1% $ 3,750,000 65.00 - 69.99 ......... 1 5,000,000 0.1 $ 5,000,000 70.00 - 74.99 ......... 1 6,200,000 0.2 $ 6,200,000 75.00 - 79.99 ......... 8 276,600,000 8.3 $34,575,000 80.00 - 84.99 ......... 13 110,297,512 3.3 $ 8,484,424 85.00 - 89.99 ......... 13 341,692,673 10.2 $26,284,052 90.00 - 94.99 ......... 20 309,517,117 9.3 $15,475,856 95.00 - 99.99 ......... 26 834,188,888 24.9 $32,084,188 100.00 ................ 82 1,178,348,750 35.2 $14,370,107 -- -------------- ---- 165 $3,065,594,939 91.6% $18,579,363 === ============== ==== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF OCCUPANCY CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE RATES (%)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE - ----------------------- -------------- -------------- ---------------- ----------- -------------- ---------- 55.00 - 59.99 ......... $ 3,750,000 69.4% 69.4% 60 1.21x 5.260% 65.00 - 69.99 ......... $ 5,000,000 78.1% 78.1% 60 1.55x 5.260% 70.00 - 74.99 ......... $ 6,200,000 77.5% 77.5% 60 1.69x 5.260% 75.00 - 79.99 ......... $160,000,000 61.6% 61.3% 97 2.60x 5.023% 80.00 - 84.99 ......... $ 32,966,496 75.4% 63.4% 108 1.45x 5.345% 85.00 - 89.99 ......... $141,200,000 77.7% 70.2% 101 1.50x 5.468% 90.00 - 94.99 ......... $140,000,000 76.2% 73.2% 108 1.53x 5.204% 95.00 - 99.99 ......... $204,416,548 69.5% 63.1% 109 1.69x 5.307% 100.00 ................ $182,500,000 71.9% 67.8% 91 1.56x 5.146% $204,416,548 71.6% 66.6% 100 1.67x 5.228% </TABLE> - ------- (1) Occupancy rates were calculated based upon rent rolls made available to the 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 13 Mortgage Loans secured by hospitality properties representing 8.4% of the Cut-Off Date Group 1 Balance. (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-152 RANGE OF OCCUPANCY RATES FOR LOAN GROUP 2 MORTGAGE LOANS <TABLE> % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF OCCUPANCY NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE RATES (%) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- ---------------- -------------- -------------- 75.00 - 79.99 ......... 2 $ 10,588,666 3.3% $ 5,294,333 80.00 - 84.99 ......... 2 18,560,000 5.8 $ 9,280,000 85.00 - 89.99 ......... 2 27,567,623 8.6 $ 13,783,811 90.00 - 94.99 ......... 10 114,143,423 35.8 $ 11,414,342 95.00 - 99.99 ......... 12 139,847,582 43.9 $ 11,653,965 100.00 ................ 3 8,175,988 2.6 $ 2,725,329 -- ------------- ----- 31 $ 318,883,282 100.0% $ 10,286,557 == ============= ===== WTD. AVG. STATED REMAINING MAXIMUM WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. RANGE OF OCCUPANCY CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- -------------- -------------- ---------- -------------- ---------- 75.00 - 79.99 ......... $ 5,588,666 61.0% 53.2% 101 1.32x 5.644% 80.00 - 84.99 ......... $ 12,000,000 71.8% 63.0% 117 1.48x 5.572% 85.00 - 89.99 ......... $ 24,000,000 75.2% 67.2% 119 1.46x 4.971% 90.00 - 94.99 ......... $ 25,200,000 72.0% 62.8% 122 1.36x 5.121% 95.00 - 99.99 ......... $ 28,500,000 71.6% 64.1% 106 1.33x 5.215% 100.00 ................ $ 4,150,000 64.9% 55.1% 118 1.35x 5.389% $ 28,500,000 71.6% 63.2% 113 1.36x 5.200% </TABLE> - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION(1)(2)(3)(4) <TABLE> PREPAYMENT RESTRICTION AUG-2005 AUG-2006 AUG-2007 AUG-2008 AUG-2009 - ------------------------------- --------------- --------------- --------------- --------------- --------------- Locked Out .................... 78.07% 78.07% 16.55% 5.39% 0.82% Defeasance .................... 0.00 0.00 63.56 65.86 69.70 Yield Maintenance ............. 21.93 21.93 19.88 28.75 28.63 Prepayment Premium ............ 0.00 0.00 0.00 0.00 0.00 Open .......................... 0.00 0.00 0.00 0.00 0.86 ---------- ---------- ---------- ---------- ---------- Total ......................... 100.00% 100.00% 100.00% 100.00% 100.00% ---------- ---------- ---------- ---------- ---------- Mortgage Pool Balance Outstanding (in millions) ..... $ 3,663.84 $ 3,652.21 $ 3,637.55 $ 3,617.85 $ 3,591.44 ---------- ---------- ---------- ---------- ---------- % of Initial Pool Balance ..... 100.00% 99.68% 99.28% 98.74% 98.02% ---------- ---------- ---------- ---------- ---------- PREPAYMENT RESTRICTION AUG-2010 AUG-2011 AUG-2012 AUG-2013 AUG-2014 AUG-2015 - ------------------------------- --------------- --------------- --------------- --------------- --------------- ------------ Locked Out .................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance .................... 82.75 82.69 89.20 89.00 88.94 100.00 Yield Maintenance ............. 16.70 14.75 10.80 11.00 11.06 0.00 Prepayment Premium ............ 0.28 0.28 0.00 0.00 0.00 0.00 Open .......................... 0.27 2.28 0.00 0.00 0.00 0.00 ---------- ---------- ---------- ---------- ---------- ------- Total ......................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ---------- ---------- ---------- ---------- ---------- ------- Mortgage Pool Balance Outstanding (in millions) ..... $ 2,802.84 $ 2,701.14 $ 2,338.21 $ 2,273.33 $ 2,234.72 $ 4.36 ---------- ---------- ---------- ---------- ---------- -------- % of Initial Pool Balance ..... 76.50% 73.72% 63.82% 62.05% 60.99% 0.12% ---------- ---------- ---------- ---------- ---------- -------- </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 each ARD Loan will be repaid in full on its Anticipated Repayment Date). (2) Based on the assumptions set forth in footnote (1) above, after August 2015, the outstanding loan balances represent less than 0.12% of the Cut-Off Date Pool Balance. (3) Assumes yield maintenance for each Mortgage Loan with the option to defease or pay yield maintenance. (4) With respect to 2 Mortgage Loans (loan numbers 24 and 88), representing 1.1% of the Cut-Off Date Pool Balance (1 Mortgage Loan in Loan Group 1 or 1.0% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 2.7% of the Cut-Off Date Group 2 Balance), funds deposited in reserve accounts are assumed not to be applied to pay down the outstanding principal balance of the related Mortgage Loan. S-153 PERCENTAGE OF LOAN GROUP 1 BY PREPAYMENT RESTRICTION(1)(2)(3)(4) <TABLE> PREPAYMENT RESTRICTION AUG-2005 AUG-2006 AUG-2007 AUG-2008 AUG-2009 - ------------------------------- --------------- --------------- --------------- --------------- --------------- Locked Out .................... 76.84% 76.84% 13.84% 2.81% 0.21% Defeasance .................... 0.00 0.00 66.00 67.76 69.65 Yield Maintenance ............. 23.16 23.16 20.16 29.42 30.14 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% ---------- ---------- ---------- ---------- ---------- Mortgage Pool Balance Outstanding (in millions) ..... $ 3,344.95 $ 3,334.58 $ 3,321.42 $ 3,304.14 $ 3,280.95 ---------- ---------- ---------- ---------- ---------- % of Cut-Off Date Group 1 Balance ...................... 100.00% 99.69% 99.30% 98.78% 98.09% PREPAYMENT RESTRICTION AUG-2010 AUG-2011 AUG-2012 AUG-2013 AUG-2014 AUG-2015 - ------------------------------- --------------- --------------- --------------- --------------- --------------- ------------ Locked Out .................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance .................... 83.29 83.25 90.72 90.53 90.47 100.00 Yield Maintenance ............. 16.10 13.90 9.28 9.47 9.53 0.00 Prepayment Premium ............ 0.31 0.32 0.00 0.00 0.00 0.00 Open .......................... 0.30 2.53 0.00 0.00 0.00 0.00 ---------- ---------- ---------- ---------- ---------- ------- Total ......................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ---------- ---------- ---------- ---------- ---------- ------- Mortgage Pool Balance Outstanding (in millions) ..... $ 2,527.11 $ 2,429.81 $ 2,076.14 $ 2,016.07 $ 1,982.54 $ 1.96 ---------- ---------- ---------- ---------- ---------- -------- % of Cut-Off Date Group 1 Balance ...................... 75.55% 72.64% 62.07% 60.27% 59.27% 0.06% </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 each ARD Loan will be repaid in full on its Anticipated Repayment Date). (2) Based on the assumptions set forth in footnote (1) above, after August 2015, the outstanding loan balances represent less than 0.06% of the Cut-Off Date Group 1 Balance. (3) Assumes yield maintenance for each Mortgage Loan with the option to defease or pay yield maintenance. (4) With respect to 1 Mortgage Loan (loan number 24), representing approximately 0.9% of the Cut-Off Date Pool Balance (1.0% of the Cut-Off Date Group 1 Balance), funds deposited in reserve accounts are assumed not to be applied to pay down the outstanding principal balance of the related Mortgage Loan. PERCENTAGE OF LOAN GROUP 2 BY PREPAYMENT RESTRICTION(1)(2)(3) <TABLE> PREPAYMENT RESTRICTION AUG-2005 AUG-2006 AUG-2007 AUG-2008 AUG-2009 - ------------------------------- ------------- ------------- ------------- ------------- ------------- Locked Out .................... 91.06% 91.03% 45.04% 32.49% 7.24% Defeasance .................... 0.00 0.00 37.98 45.83 70.18 Yield Maintenance ............. 8.94 8.97 16.99 21.68 12.66 Prepayment Premium ............ 0.00 0.00 0.00 0.00 0.00 Open .......................... 0.00 0.00 0.00 0.00 9.92 -------- -------- -------- -------- -------- Total ......................... 100.00% 100.00% 100.00% 100.00% 100.00% -------- -------- -------- -------- -------- Mortgage Pool Balance Outstanding (in millions) ..... $ 318.88 $ 317.63 $ 316.12 $ 313.71 $ 310.49 -------- -------- -------- -------- -------- % of Cut-Off Date Group 2 Balance ...................... 100.00% 99.61% 99.13% 98.38% 97.37% PREPAYMENT RESTRICTION AUG-2010 AUG-2011 AUG-2012 AUG-2013 AUG-2014 AUG-2015 - ------------------------------- ------------- ------------- ------------- ------------- ------------- ------------ Locked Out .................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance .................... 77.81 77.69 77.16 77.01 76.84 100.00 Yield Maintenance ............. 22.19 22.31 22.84 22.99 23.16 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% -------- -------- -------- -------- -------- ------- Mortgage Pool Balance Outstanding (in millions) ..... $ 275.73 $ 271.33 $ 262.06 $ 257.26 $ 252.19 $ 2.40 -------- -------- -------- -------- -------- -------- % of Cut-Off Date Group 2 Balance ...................... 86.47% 85.09% 82.18% 80.67% 79.08% 0.75% </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 each ARD Loan will be repaid in full on its Anticipated Repayment Date). (2) Based on the assumptions set forth in footnote (1) above, after August 2015, the outstanding loan balances represent less than 0.75% of the Cut-Off Date Group 2 Balance. (3) With respect to 1 Mortgage Loan (loan number 88), representing 0.2% of the Cut-Off Date Pool Balance (2.7% of the Cut-Off Date Group 2 Balance), funds deposited in reserve accounts are assumed not to be applied to pay down to the outstanding principal balance of the Mortgage Loan. S-154 TWENTY LARGEST MORTGAGE LOANS The following table and summaries describe the twenty largest Mortgage Loans or groups of cross-collateralized Mortgage Loans in the Mortgage Pool by Cut-Off Date Balance: <TABLE> NUMBER OF MORTGAGE LOANS / % OF % OF NUMBER OF CUT-OFF INITIAL LOAN MORTGAGE MORTGAGED LOAN DATE POOL GROUP LOAN NAME LOAN SELLER PROPERTIES GROUP BALANCE(1) BALANCE BALANCE - --------------------------- ------------- ------------ ------- ------------------ --------- --------- AmericasMart A-2 .......... Wachovia 1/1 1 $ 204,416,548 5.6% 6.1% NGP Rubicon GSA Pool ..................... Artesia 1/14 1 194,500,000 5.3 5.8% 1000 & 1100 Wilson ........ Wachovia 1/1 1 182,500,000 5.0 5.5% 60 Hudson Street .......... Wachovia 1/1 1 160,000,000 4.4 4.8% Macon & Burlington Mall Pool ................ Wachovia 1/2 1 141,200,000 3.9 4.2% Millennium Park Plaza...... Wachovia 1/1 1 140,000,000 3.8 4.2% 200 Public Square ......... Wachovia 1/1 1 115,000,000 3.1 3.4% Extra Space Portfolio ..... Wachovia 15/15 1 100,000,000 2.7 3.0% Prentiss Pool ............. Wachovia 1/2 1 100,000,000 2.7 3.0% 1701 North Fort Myer....... Wachovia 1/1 1 86,500,000 2.4 2.6% ------ --------------- ---- 24/39 $ 1,424,116,548 38.9% =============== ==== The Forum at Carlsbad ................. Wachovia 1/1 1 $ 85,000,000 2.3% 2.5% 1101 Wilson ............... Wachovia 1/1 1 84,500,000 2.3 2.5% Marriott - Los Angeles, CA ....................... Wachovia 1/1 1 82,600,000 2.3 2.5% 1400 Key & 1401 Wilson ................... Wachovia 1/1 1 67,100,000 1.8 2.0% Westfield San Francisco Centre ................... Wachovia 1/1 1 60,000,000 1.6 1.8% 101 Avenue of the Americas ................. Wachovia 1/1 1 59,813,870 1.6 1.8% Renaissance Worthington Hotel ........ Wachovia 1/1 1 57,400,000 1.6 1.7% 1501 & 1515 Wilson ........ Wachovia 1/1 1 48,000,000 1.3 1.4% U-Haul Portfolio .......... CW Capital 6/161 1 44,937,023 1.2 1.3% Evansville Pavilion ....... Wachovia 1/1 43,760,000 1.2 1.3% ------ --------------- ---- 15/170 $ 633,110,892 17.3% ------ --------------- ---- 39/209 $ 2,057,227,441 56.1% ====== =============== ==== LOAN WEIGHTED WEIGHTED BALANCE AVERAGE AVERAGE WEIGHTED PER WEIGHTED CUT-OFF LTV RATIO AVERAGE PROPERTY SF/ AVERAGE DATE LTV AT MATURITY MORTGAGE LOAN NAME TYPE ROOM(2) DSCR(2) RATIO(2) OR ARD(2) RATE - --------------------------- -------------------- ----------- ---------- ---------- ------------- ----------- Special Purpose - AmericasMart A-2 .......... Merchandise Mart $ 100 2.28x 56.0% 47.2% 5.720% NGP Rubicon GSA Pool ..................... Various $ 130 1.27x 79.9% 74.2% 5.460% 1000 & 1100 Wilson ........ Office - Suburban $ 341 1.48x 73.9% 73.9% 4.970% 60 Hudson Street .......... Office - CBD $ 152 3.43x 55.2% 55.2% 5.000% Macon & Burlington Mall Pool ................ Retail - Anchored $ 119 1.37x 80.0% 69.0% 5.780% Mixed Use - Millennium Park Plaza...... Multifamily/Office $ 194 1.56x 80.0% 80.0% 5.130% 200 Public Square ......... Office - CBD $ 97 1.71x 75.7% 71.3% 5.180% Extra Space Portfolio ..... Self Storage $ 91 1.69x 77.5% 77.5% 5.260% Prentiss Pool ............. Office - Suburban $ 217 1.22x 79.9% 70.4% 4.840% 1701 North Fort Myer....... Office - Suburban $ 308 1.54x 75.9% 75.9% 4.970% 1.80x 72.2% 68.0% 5.272% The Forum at Carlsbad ................. Retail - Anchored $ 322 1.72x 68.8% 68.8% 4.810% 1101 Wilson ............... Office - Suburban $ 255 1.46x 69.8% 69.8% 4.970% Marriott - Los Angeles, Hospitality - Full CA ....................... Service $ 82,271 2.74x 63.4% 63.4% 5.300% 1400 Key & 1401 Wilson ................... Office - Suburban $ 187 1.83x 69.2% 69.2% 4.970% Westfield San Francisco Centre ................... Retail - Anchored $ 241 2.47x 53.1% 53.1% 4.780% 101 Avenue of the Americas ................. Office - CBD $ 364 1.70x 59.8% 54.0% 5.339% Renaissance Hospitality - Full Worthington Hotel ........ Service $113,889 1.67x 70.0% 63.8% 5.400% 1501 & 1515 Wilson ........ Office - Suburban $ 197 1.60x 73.8% 73.8% 4.970% U-Haul Portfolio .......... Self Storage $ 70 1.42x 74.0% 56.6% 5.520% Evansville Pavilion ....... Retail - Anchored $ 160 1.21x 80.0% 71.2% 5.090% 1.83x 67.6% 64.6% 5.095% 1.81x 70.8% 67.0% 5.218% </TABLE> - -------- (1) In the case of a concentration of cross-collateralized Mortgage Loans, the aggregate principal balance. (2) Each of the AmericasMart Mortgage Loan, the NGP Rubicon GSA Pool Mortgage Loan, the 1000 & 1100 Wilson Mortgage Loan, the Westfield San Francisco Centre Mortgage Loan, the 101 Avenue of the Americas Mortgage Loan and the U-Haul Portfolio Mortgage Loan are part of a split loan structure that includes one or more Pari Passu Companion Loans that are not included in the Trust Fund. With respect to these Mortgage Loans, unless otherwise specified, the calculations of LTV Ratios, DSC Ratios and loan balance per square foot/room are based on the aggregate indebtedness of or debt service on, as applicable, each such Mortgage Loan (treating the U-Haul Portfolio Loan as a single loan) and the related Pari Passu Companion Loan. S-155 AmericasMart - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $204,416,548 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 5.6% 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 117 / 357 LOCKBOX Yes SHADOW RATING (MOODY'S/S&P/FITCH)(1) Baa1/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 $204,416,548 PARI PASSU NOTES(6) ------------------ CUT-OFF DATE BALANCE $408,833,096 CUT-OFF DATE BALANCE/SF $100 CUT-OFF DATE LTV 56.0% MATURITY DATE LTV 47.2% UW DSCR ON NCF 2.28x - -------------------------------------------------------------------------------- (1) Moody's, 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 to remediate any affected 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 through ground leases or ground lease estoppels, 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, five years of ground rent has been reserved upfront. (4) Capped at $785,000. (5) Capped at $476,364. (6) LTV Ratios, DSC Ratio and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the AmericasMart Loan and the AmericasMart Pari Passu Companion Loan. - -------------------------------------------------------------------------------- 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, 1979 & 1992 / 2004 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 - -------------------------------------------------------------------------------- * Calculated excluding exhibition tenant space. S-156 <TABLE> - -------------------------------------------------------------------------------- TENANT SUMMARY - -------------------------------------------------------------------------------- NET % OF NET RATINGS 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(1) 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(2) 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) Under the terms of multiple leases, approximately 13,848 SF expire in March 2007, approximately 3,904 SF expire in October 2007 and approximately 9,525 SF expire in September 2009. (2) Under the terms of multiple leases, approximately 3,426 SF expire in October 2005, approximately 7,659 SF expire in May 2006 and approximately 7,622 SF 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-157 THE LOAN. The Mortgage Loan (the "AmericasMart Loan") is secured by a first deed to secure debt encumbering both the fee and leasehold interests in a merchandise mart located in Atlanta, Georgia. The AmericasMart Loan represents approximately 5.6% 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 $204,416,548. The AmericasMart Loan, which is evidenced by a pari passu note dated May 2, 2005, is a portion of a whole loan with an original principal balance of $410,000,000. The other loan related to the AmericasMart Loan is evidenced by a separate note, dated May 2, 2005 (the "AmericasMart Pari Passu Companion Loan"), with an original principal balance of $205,000,000. The AmericasMart Loan has a remaining term of 117 months and matures on May 11, 2015. The AmericasMart Loan may be prepaid with the payment of a yield maintenance charge prior to September 11, 2007, permits defeasance with United States government obligations from September 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 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 is AMC, Inc., whose controlling principal is John Portman. Mr. Portman designed and built the Mortgaged Property and is 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, 1979 and 1992 and renovated in 2004. The Mortgaged Property is located in Atlanta, Georgia. As of April 1, 2005, the occupancy rate for the Mortgaged Property securing the AmericasMart Loan, excluding the exhibition space, 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 approximately 895,145 square feet currently designated as exhibition space that is leased to exhibitors during numerous trade shows held throughout the year. The largest tenant represents only 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. LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lockbox account. MANAGEMENT. AMC, Inc., the sponsor, is the property manager for the Mortgaged Property securing the AmericasMart Loan. S-158
NGP Rubicon GSA Pool - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Artesia CUT-OFF DATE BALANCE $194,500,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 5.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition NGP Capital Partners III LLC and Rubicon SPONSOR US REIT, Inc. TYPE OF SECURITY Various MORTGAGE RATE 5.460% MATURITY DATE June 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 60 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 118 / 360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes TI/LC/CAPEX $2,000,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes TI/LC/CAPEX Springing(1) OTHER Springing(2) ADDITIONAL FINANCING Pari Passu Debt $194,500,000 Mezzanine Debt(3) $5,000,000 PARI PASSU NOTES(4) --------------------- CUT-OFF DATE BALANCE $389,000,000 CUT-OFF DATE BALANCE/SF $130 CUT-OFF DATE LTV 79.9% MATURITY DATE LTV 74.2% UW DSCR ON NCF 1.27x - -------------------------------------------------------------------------------- (1) Beginning January 1, 2010, a cash flow sweep will begin until such time as the Army Corps of Engineers or the Federal Supply Service renews their respective leases on terms and conditions acceptable to the mortgagee, as set forth in the related Mortgage Loan documents. (2) If the NOI falls below $33,000,000, a cash flow sweep will begin until the NOI exceeds $33,000,000 on a trailing six-month basis. The reserve may be used for leasing costs, capital expenditures, debt service or as additional collateral. (3) Future mezzanine debt is permitted up to a maximum amount of $24,000,000, subject to certain conditions set forth in the related Mortgage Loan documents, including the payment in full of the existing mezzanine debt referenced above. (4) LTV Ratios, DSC Ratio and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the NGP Rubicon GSA Pool Loan and the NGP Rubicon GSA Pool Pari Passu Companion Loan. - --------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 14 LOCATION Various PROPERTY TYPE Various SIZE (SF) 2,990,570 OCCUPANCY AS OF MAY 13, 2005 98.6% YEAR BUILT / YEAR RENOVATED Various / Various APPRAISED VALUE $487,000,000 PROPERTY MANAGEMENT CB Richard Ellis, Inc. UW ECONOMIC OCCUPANCY 96.7% UW REVENUES $55,131,828 UW TOTAL EXPENSES $18,666,860 UW NET OPERATING INCOME (NOI) $36,464,968 UW NET CASH FLOW (NCF) $33,488,800 - --------------------------------------------------------- S-159 <TABLE> NGP RUBICON GSA POOL SUMMARY - -------------------------------------------------------------------------------------------------------- YEAR NET CUT-OFF DATE BUILT / RENTABLE PROPERTY NAME BALANCE(1) RENOVATED LARGEST TENANT AREA(2) - --------------------------------- ---------------- ----------- ----------------------------- ----------- Rubicon NGP -- Burlington, NJ.... $ 41,006,000 1990/NA GSA (Federal Supply 1,048,631 Service) Rubicon NGP -- Sacramento, CA ............................ 28,736,000 1989/NA GSA (Army Corp of 326,306 Engineers) Rubicon NGP -- Suffolk, VA ...... 27,811,000 1993/NA GSA (Joint Forces 351,075 Command) Rubicon NGP -- Washington, DC.... 24,030,200 1931/1998 GSA (Federal Election 146,365 Commission) Rubicon NGP -- Kansas City, KS... 18,000,000 1999/NA GSA (Environmental 182,554 Protection Agency) Rubicon NGP -- San Diego, CA..... 10,759,000 1988/NA GSA (Dept of Veterans 131,891 Affairs) Rubicon NGP -- Concord, MA ...... 10,240,000 1962/1997 GSA (Army Corps of 97,256 Engineers) Rubicon NGP -- Philadelphia, PA ............................ 7,000,000 1911/1997 GSA (INS) 88,717 Rubicon NGP -- Huntsville, AL.... 6,983,200 1994/2005 GSA (Army Corps of 118,040 Engineers) Rubicon NGP -- Houston, TX ...... 6,130,600 1972/1996 GSA (Drug Enforcement 138,020 Agency) Rubicon NGP -- Providence, RI.... 6,090,000 1982/NA GSA 130,600 Rubicon NGP -- Aurora, CO ....... 3,248,000 1998/NA GSA (Tricare Management 103,000 Activities) Rubicon NGP -- Lakewood, CO...... 2,720,200 1974/1994 GSA (Dept. of the Interior) 74,285 Rubicon NGP -- Norfolk, VA ...... 1,745,800 1994/NA GSA (FBI) 53,830 ------------- --------- TOTAL/WEIGHTED AVERAGE .......... $ 194,500,000 2,990,570 ============= ========= CUT-OFF DATE BALANCE UW APPRAISED PER OCC UW APPRAISED VALUE ALLOCATED PROPERTY NAME SF(2)(3) OCCUPANCY % NCF VALUE PER SF(3) LTV(3) - --------------------------------- ---------- ----------- ---------- ------------- ---------------- ----------- ---------- Rubicon NGP -- Burlington, NJ.... $ 78 100.0% 98.0% $ 8,022,669 $ 101,000,000 $ 96 81.2% Rubicon NGP -- Sacramento, CA ............................ $176 90.5% 91.5% 4,906,170 74,500,000 $228 77.1% Rubicon NGP -- Suffolk, VA ...... $158 100.0% 98.0% 4,547,117 68,500,000 $195 81.2% Rubicon NGP -- Washington, DC.... $328 100.0% 98.0% 2,793,282 62,700,000 $428 76.7% Rubicon NGP -- Kansas City, KS... $197 100.0% 98.0% 2,987,353 45,000,000 $247 80.0% Rubicon NGP -- San Diego, CA..... $163 100.0% 98.0% 2,144,405 26,500,000 $201 81.2% Rubicon NGP -- Concord, MA ...... $211 100.0% 98.0% 1,475,339 25,600,000 $263 80.0% Rubicon NGP -- Philadelphia, PA ............................ $158 100.0% 98.0% 1,193,763 16,900,000 $190 82.8% Rubicon NGP -- Huntsville, AL.... $118 100.0% 98.0% 1,163,951 17,200,000 $146 81.2% Rubicon NGP -- Houston, TX ...... $ 89 99.6% 98.0% 887,879 15,100,000 $109 81.2% Rubicon NGP -- Providence, RI.... $ 93 100.0% 98.0% 1,844,123 15,000,000 $115 81.2% Rubicon NGP -- Aurora, CO ....... $ 63 100.0% 98.0% 740,467 8,000,000 $ 78 81.2% Rubicon NGP -- Lakewood, CO...... $ 73 85.0% 85.7% 424,695 6,700,000 $ 90 81.2% Rubicon NGP -- Norfolk, VA ...... $ 65 100.0% 98.0% 357,587 4,300,000 $ 80 81.2% ----------- ------------- TOTAL/WEIGHTED AVERAGE .......... $130 98.6% 96.7% $33,488,800 $ 487,000,000 $163 79.9% =========== ============= </TABLE> (1) The Cut-Off Date Balance is the amount of the NGP Rubicon GSA Pool Loan allocated to each property. This column does not reflect the NGP Rubicon GSA Pool Pari Passu Companion Loan. (2) Calculated based on the approximate square footage occupied by each tenant. All GSA space is based on "occupiable" space as determined by the GSA, rather than net rentable or gross SF. (3) The Cut-Off Date Balance Per SF, Appraised Value Per SF and Allocated LTV ratios are based on the aggregate indebtedness of the NGP Rubicon GSA Pool Loan and the NGP Rubicon GSA Pool Pari Passu Companion Loan. S-160 <TABLE> TENANT SUMMARY - ------------------------------------------------------------------------------------ NET RATINGS(1) RENTABLE TENANT PROPERTY LOCATION MOODY'S/S&P/FITCH AREA (SF) - -------------------------------- ------------------- ------------------- ----------- GSA (Federal Supply Service) ... Burlington, NJ Aaa/AAA/AAA 1,048,631 GSA (Army Corps of Engineers) .. Sacramento, CA, Aaa/AAA/AAA 444,921 Concord, MA and Huntsville, AL GSA (Joint Forces Command) ..... Suffolk, VA Aaa/AAA/AAA 351,075 GSA (Environmental Protection Agency) ...................... Kansas City, KS Aaa/AAA/AAA 182,554 GSA (Drug Enforcement Agency) .. Houston, TX Aaa/AAA/AAA 132,995 Non-major tenants .............. 787,623 Vacant Space ................... 42,771 ---------- TOTAL .......................... 2,990,570 ========== % OF NET % OF RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT AREA RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------- ---------- ---------- --------------- ---------- ---------------------- GSA (Federal Supply Service) ... 35.1% $ 10.32 $ 10,823,518 20.9% December 2010 GSA (Army Corps of Engineers) .. 14.9 $ 21.25 9,452,702 18.3 Multiple Spaces(2)(3) GSA (Joint Forces Command) ..... 11.7 $ 18.68 6,558,237 12.7 May 2013 GSA (Environmental Protection Agency) ...................... 6.1 $ 22.00 4,016,396 7.8 June 2009 GSA (Drug Enforcement Agency) .. 4.4 $ 14.15 1,882,438 3.6 April 2012(4) Non-major tenants .............. 26.3 $ 24.05 18,944,754 36.7 Vacant Space ................... 1.4 0 0.0 ----- ------------- ----- TOTAL .......................... 100.0% $ 51,678,045 100.0% ===== ============= ===== </TABLE> (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, approximately 229,625 SF at the Sacramento, CA Mortgaged Property expire in October 2010; approximately 118,040 SF at the Huntsville, AL Mortgaged Property expire in October 2014; and approximately 97,256 SF at the Concord, MA Mortgaged Property expire in March 2018. (3) The related GSA tenant may terminate its lease at any time effective on or after March 31, 2006 with respect to the Sacramento, CA Mortgaged Property lease, and at any time after the 5th year with respect to the Concord, MA Mortgaged Property lease, each subject to certain terms and conditions contained in the related lease. (4) The related GSA tenant may terminate its lease at any time effective on or after November 1, 2011, subject to certain terms and conditions contained in the related lease. <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 1 $ 14.00 2,271 0.1% 0.1% 0.1% 0.1% 2006 1 $ 17.00 53,172 1.8% 1.9% 1.7% 1.8% 2007 4 $ 29.36 136,546 4.6% 6.4% 7.8% 9.6% 2008 4 $ 24.70 285,293 9.5% 16.0% 13.6% 23.2% 2009 4 $ 20.50 251,322 8.4% 24.4% 10.0% 33.2% 2010 2 $ 12.61 1,278,256 42.7% 67.1% 31.2% 64.4% 2011 1 $ 37.23 2,911 0.1% 67.2% 0.2% 64.6% 2012 1 $ 14.15 132,995 4.4% 71.7% 3.6% 68.2% 2013 5 $ 20.80 589,737 19.7% 91.4% 23.7% 91.9% 2014 1 $ 16.10 118,040 3.9% 95.3% 3.7% 95.6% 2015 0 $ 0.00 0 0.0% 95.3% 0.0% 95.6% Thereafter 1 $ 23.25 97,256 3.3% 98.6% 4.4% 100.0% Vacant 0 NA 42,771 1.4% 100.0% 0.0% 100.0% </TABLE> * Calculated based on the approximate square footage occupied by each tenant. All GSA space is based on "occupiable" space as determined by the GSA, rather than net rentable or gross SF. S-161 THE LOAN. The Mortgage Loan (the "NGP Rubicon GSA Pool Loan") is secured by first deeds of trusts or mortgages encumbering 1 industrial warehouse located in New Jersey, and 13 office buildings located in California (2), Colorado (2), Virginia (2), Washington, DC (1), Kansas (1), Massachusetts (1), Pennsylvania (1), Alabama (1), Texas (1) and Rhode Island (1). The NGP Rubicon GSA Pool Loan represents approximately 5.3% of the Cut-Off Date Pool Balance. The NGP Rubicon GSA Pool Loan was originated on June 8, 2005 and has a principal balance as of the Cut-Off Date of $194,500,000. The NGP Rubicon GSA Pool Loan, which is evidenced by a pari passu note dated June 8, 2005, is a portion of a whole loan with an original principal balance of $389,000,000. The other loan related to the NGP Rubicon GSA Pool Loan is evidenced by a separate note, dated June 8, 2005 (the "NGP Rubicon GSA Pool Pari Passu Companion Loan"), with an original principal balance of $194,500,000. The NGP Rubicon GSA Pool Loan provides for interest-only payments for the first 60 months of its term, and thereafter, fixed monthly payments of principal and interest. The NGP Rubicon GSA Pool Loan has a remaining term of 118 months and matures on June 11, 2015. The NGP Rubicon GSA Pool Loan may not be prepaid prior to the maturity date of June 11, 2015, and permits defeasance with United States government obligations beginning no earlier than two years after the Closing Date. THE BORROWERS. The borrowers consist of 13 Delaware limited liability companies and one Texas limited partnership, each a special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the NGP Rubicon GSA Pool Loan. The sponsors of the borrowers are NGP Capital Partners III LLC ("NGP") and Rubicon US REIT, Inc ("Rubicon"). NGP acquires properties leased to the U.S. government's General Services Administration (GSA), Canadian governmental authorities and other properties with leases to investment grade tenants. Since 1994, the principals and affiliates of NGP have acquired and developed over seven million square feet of GSA leased properties. The members of NGP, Al Iudicello, Kamal Bahamdan and Alexander Vahabzadeh, have collectively acquired, financed, managed and sold more than $1 billion in commercial properties occupied by governmental agencies and authorities and over $1 billion in commercial properties occupied by investment grade tenants. Rubicon is a subsidiary of Rubicon America Trust. Rubicon America Trust is incorporated in Australia and listed on the Australian Stock Exchange and invests in U.S. commercial real estate through its affiliate, Rubicon. THE PROPERTIES. The Mortgaged Properties consist of one industrial warehouse building and 13 office buildings containing, in the aggregate, approximately 1,048,631 square feet of industrial warehouse space and approximately 1,941,939 square feet of office space. Thirteen of these properties are located in 10 different states and one property is located in the District of Columbia. Nine of these properties are single tenant properties leased to various agencies of the United States of America ("USA") through the General Services Administration ("GSA"). As of May 13, 2005, the occupancy rate for the Mortgaged Properties securing the NGP Rubicon GSA Pool Loan was approximately 98.6%. The GSA is the largest tenant occupying approximately 2,839,298 square feet or approximately 94.9% of the aggregate square feet. All GSA space is generally based on "occupiable" or "net usable" space as determined by the GSA, rather than net rentable or gross square feet. The Federal Supply Service is the largest agency tenant occupying approximately 1,048,631 square feet of industrial warehouse space at the Mortgaged Property located in Burlington, New Jersey. The lease expires in December 2010. The Army Corps of Engineers is the second largest agency tenant occupying approximately 444,921 square feet of office space at three Mortgaged Properties located in Sacramento, California with the lease expiring in October 2010, Huntsville, Alabama with the lease expiring in October 2014, and Concord, Massachusetts, with the lease expiring in March 2018. The Joint Forces Command is the third largest agency tenant occupying 351,075 square feet of office space at the Mortgaged Property located in Suffolk, Virginia. The lease expires in May 2013. LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lockbox account. PARTIAL DEFEASANCE: The borrowers may defease any individual property at 125% of such individual property's allocated loan amount, provided that certain conditions have been met. MEZZANINE DEBT: There is an existing mezzanine loan in the amount of $5,000,000, which was originated on June 8, 2005. The mezzanine loan is not an asset of the Trust and is secured by a pledge of 49% of the equity interests of NGP Garrison, LLC, an SPE wholly owned by NGP whose sole asset is a 19.9% indirect equity interest in the co-borrowers. S-162 MANAGEMENT. CB Richard Ellis, Inc. ("CBRE") is the property manager for the Mortgaged Properties securing the NGP Rubicon GSA Pool Loan. CBRE has managed this portfolio of properties for the prior owner for several years and will continue in that capacity under the new ownership. CBRE is a full-service real estate services company. Together, CBRE and its partner and affiliate offices have more than 17,000 employees in over 300 offices across more than 50 countries worldwide. S-163 1000 & 1100 Wilson - ------------------------------------------------------------------- LOAN INFORMATION - ------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $182,500,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 5.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Beacon Capital Strategic Partners III, L.P. TYPE OF SECURITY Fee MORTGAGE RATE 4.970% MATURITY DATE July 11, 2010 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 60 ORIGINAL TERM / AMORTIZATION 60 / IO REMAINING TERM / AMORTIZATION 59 / IO LOCKBOX Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Springing REPLACEMENT Springing ADDITIONAL FINANCING(1) Pari Passu Debt $182,500,000 PARI PASSU NOTES(2) ----------------------- CUT-OFF DATE BALANCE $365,000,000 CUT-OFF DATE BALANCE/SF $341 CUT-OFF DATE LTV 73.9% MATURITY DATE LTV 73.9% UW DSCR ON NCF 1.48x - ------------------------------------------------------------------- (1) Future mezzanine debt is permitted. (2) LTV ratios, DSC ratio and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the 1000 & 1100 Wilson Loan and the 1000 & 1100 Wilson Pari Passu Companion Loan. - ------------------------------------------------------------------- PROPERTY INFORMATION - ------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Arlington, VA PROPERTY TYPE Office -- Suburban SIZE (SF) 1,069,303 OCCUPANCY AS OF JUNE 13, 2005 100.0% YEAR BUILT / YEAR RENOVATED 1980 / 2002 APPRAISED VALUE $494,000,000 PROPERTY MANAGEMENT Rosslyn Manager LLC UW ECONOMIC OCCUPANCY 96.0% UW REVENUES $40,281,840 UW TOTAL EXPENSES $11,787,188 UW NET OPERATING INCOME (NOI) $28,494,651 UW NET CASH FLOW (NCF) $26,936,258 - ------------------------------------------------------------------- S-164 <TABLE> TENANT SUMMARY - -------------------------------------------------------------------------------- NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------- ------------------- ----------- ---------- General Services Administration ...... Aaa/AAA/AAA 191,909 17.9% Northrop Grumman ..................... Baa2/BBB/BBB 130,419 12.2 Raytheon Company ..................... Baa3/BBB/BBB 116,128 10.9 WJLA-TV .............................. NR/NR/NR 84,423 7.9 SRI International Inc ................ NR/NR/NR 59,361 5.6 Non-major tenants .................... 487,323 45.6 Vacant ............................... 0 0.0 --------- ----- TOTAL ................................ 1,069,563 100.0% ========= ===== % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------------- ---------- --------------- ---------- ------------------- General Services Administration ...... $32.26 $ 6,191,698 16.1% Multiple Spaces(2) Northrop Grumman ..................... $39.74 5,182,735 13.5 Multiple Spaces(3) Raytheon Company ..................... $34.04 3,952,665 10.3 August 2013 WJLA-TV .............................. $31.63 2,670,181 7.0 Multiple Spaces(4) SRI International Inc ................ $34.42 2,043,256 5.3 June 2017 Non-major tenants .................... $37.61 18,329,140 47.8 Vacant ............................... 0 0.0 ------------ ----- TOTAL ................................ $ 38,369,675 100.0% ============ ===== </TABLE> (1) Certain ratings are those of the parent company whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, approximately 6,184 SF expire in June 2007, approximately 90,328 SF expire in April 2012, approximately 32,071 SF expire in November 2012 and approximately 63,326 SF expire in December 2012. (3) Under the terms of multiple leases, approximately 653 SF expire monthly and approximately 129,766 SF expire in December 2012. (4) Under the terms of multiple leases, approximately 270 SF expire monthly and approximately 84,153 SF expire in June 2017. <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 12 $38.75 22,892 2.1% 2.1% 2.3% 2.3% 2006 3 $29.02 4,817 0.5% 2.6% 0.4% 2.7% 2007 7 $35.28 28,922 2.7% 5.3% 2.7% 5.3% 2008 5 $39.42 54,762 5.1% 10.4% 5.6% 11.0% 2009 7 $34.90 78,288 7.3% 17.7% 7.1% 18.1% 2010 4 $42.94 53,092 5.0% 22.7% 5.9% 24.0% 2011 2 $35.70 16,225 1.5% 24.2% 1.5% 25.5% 2012 12 $35.37 365,683 34.2% 58.4% 33.7% 59.2% 2013 10 $35.98 202,849 19.0% 77.4% 19.0% 78.3% 2014 3 $40.59 27,552 2.6% 79.9% 2.9% 81.2% 2015 0 $ 0.00 0 0.0% 79.9% 0.0% 81.2% Thereafter 7 $33.68 214,481 20.1% 100.0% 18.8% 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-165 THE LOAN. The Mortgage Loan (the "1000 & 1100 Wilson Loan") is secured by a first mortgage encumbering an office building located in Arlington, Virginia. The 1000 & 1100 Wilson Loan represents approximately 5.0% of the Cut-Off Date Pool Balance. The 1000 & 1100 Wilson Loan was originated on June 13, 2005, and has a principal balance as of the Cut-Off Date of $182,500,000. The 1000 & 1100 Wilson Loan, which is evidenced by a pari passu note dated June 13, 2005, is a portion of a whole loan with an original principal balance of $365,000,000. The other loan related to the 1000 & 1100 Wilson Loan is evidenced by a separate note, dated June 13, 2005 (the "1000 & 1100 Wilson Pari Passu Companion Loan"), with an original principal balance of $182,500,000. The 1000 & 1100 Wilson Loan provides for interest-only payments for the entire term. The 1000 & 1100 Wilson Loan has a remaining term of 59 months and matures on July 11, 2010. The 1000 & 1100 Wilson Loan may be prepaid with the payment of a yield maintenance charge prior to April 11, 2010, and may be prepaid without the payment of a yield maintenance charge on or after April 11, 2010. THE BORROWERS. The borrowers are Arland Twin Towers, LLC, Twin Towers Property Associates, LLC, Arland Twin Towers II, LLC and Twin Towers II Property Associates, LLC, each a special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the 1000 & 1100 Wilson Loan. The sponsor is Beacon Capital Strategic Partners III, L.P., an office-focused private equity fund, with over $1 billion of committed equity capital. THE PROPERTY. The Mortgaged Property is an approximately 1,069,303 square foot office building situated on approximately 3.1 acres. The Mortgaged Property was constructed in 1980 and renovated in 2002. The Mortgaged Property is located in Arlington, Virginia, within the Washington, DC-MD-VA-WV metropolitan statistical area. As of June 13, 2005, the occupancy rate for the Mortgaged Property securing the 1000 & 1100 Wilson Loan was approximately 100.0%. The largest tenant is the General Services Administration ("GSA") occupying approximately 191,909 square feet, or approximately 17.9% of the net rentable area. The GSA secures the buildings, products, services, technology and other workplace essentials for the federal government. As of July 18, 2005, the GSA was rated "Aaa" (Moody's), "AAA" (S&P) and "AAA" (Fitch). The GSA has multiple leases, with approximately 6,184 square feet expiring in June 2007, and the remainder of the space expiring in either April, November or December of 2012. The second largest tenant is Northrop Grumman ("Northrop") occupying approximately 130,419 square feet, or approximately 12.2% of the net rentable area. Northrop is the world's largest shipbuilder and the third largest defense contractor. As of July 18, 2005, Northrop was rated "Baa2" (Moody's), "BBB" (S&P) and "BBB" (Fitch). The Northrop lease expires in December 2012 with 653 square feet on a month-to-month basis. The third largest tenant is Raytheon ("Raytheon") occupying approximately 116,128 square feet, or approximately 10.9% of the net rentable area. Raytheon is engaged in defense and government electronics, space, technical services and business and special mission aircraft industries. As of July 18, 2005, Raytheon was rated "Baa3" (Moody's), "BBB" (S&P) and "BBB" (Fitch). The Raytheon lease expires in August 2013. LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lockbox account. MANAGEMENT. Rosslyn Manager LLC is the property manager for the Mortgaged Property securing the 1000 & 1100 Wilson Loan. S-166 60 Hudson Street - ------------------------------------------------------------------------- LOAN INFORMATION - ------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $160,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 4.4% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Kenneth Carmel TYPE OF SECURITY Fee MORTGAGE RATE 5.000% MATURITY DATE July 11, 2015 AMORTIZATION TYPE Interest Only ARD INTEREST ONLY PERIOD 120 ORIGINAL TERM / AMORTIZATION 120 / IO REMAINING TERM / AMORTIZATION 119 / IO LOCKBOX Yes SHADOW RATING (MOODY'S/S&P/FITCH)(1) A2/AA-/AAA UP-FRONT RESERVES TAX Yes TI/LC $4,000,000 OTHER(2) $4,000,000 REPLACEMENT $2,000,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes/Springing REPLACEMENT $13,139 TI/LC $30,659 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $160,000,000 CUT-OFF DATE BALANCE/SF $152 CUT-OFF DATE LTV 55.2% MATURITY DATE LTV 55.2% UW DSCR ON NCF 3.43x - ------------------------------------------------------------------------- (1) Moody's, S&P and Fitch have confirmed that the 60 Hudson Street Loan has, in the context of its inclusion in the trust, credit characteristics consistent with an investment grade obligation. (2) TI/LC reserve specifically for the NYC Department of Corrections tenant space. - ------------------------------------------------------------------------- PROPERTY INFORMATION - ------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION New York, NY PROPERTY TYPE Office -- CBD SIZE (SF) 1,051,158 OCCUPANCY AS OF MAY 31, 2005 78.8% YEAR BUILT / YEAR RENOVATED 1930 / NA APPRAISED VALUE $290,000,000 PROPERTY MANAGEMENT Williams U.S.A. Realty Services, Inc. UW ECONOMIC OCCUPANCY 76.5% UW REVENUES $51,425,262 UW TOTAL EXPENSES $23,276,557 UW NET OPERATING INCOME (NOI) $28,148,705 UW NET CASH FLOW (NCF) $27,472,329 - ------------------------------------------------------------------------- S-167 <TABLE> TENANT SUMMARY NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ---------------------------------------- ------------------- ----------- ---------- MCI Worldcom .......................... B2/B+/B 125,456 11.9% City of New York (DOC) ................ A2/NR/NR 99,471 9.5 Sprint Communications Company ......... Baa3/BBB-/BBB 83,920 8.0 XO New York Inc. ...................... NR/NR/NR 40,420 3.8 Verizon Global Networks ............... NR/A+/A+ 38,261 3.6 Non-major tenants ..................... 440,389 41.9 Vacant ................................ 223,241 21.2 ------- ----- TOTAL ................................. 1,051,158 100.0% ========= ===== % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ---------------------------------------- ---------- --------------- ---------- ------------------- MCI Worldcom .......................... $ 56.38 $ 7,072,648 20.1% December 2014 City of New York (DOC) ................ $ 27.50 2,735,466 7.8 June 2007 Sprint Communications Company ......... $ 26.35 2,211,455 6.3 December 2012 XO New York Inc. ...................... $ 38.95 1,574,500 4.5 May 2013 Verizon Global Networks ............... $ 24.59 940,915 2.7 Multiple Spaces(2) Non-major tenants ..................... $ 46.85 20,632,689 58.7 Vacant ................................ 0 0.0 ------------ ----- TOTAL ................................. $ 35,167,672 100.0% ============ ===== </TABLE> (1) Certain ratings are those of the parent company whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, approximately 13,817 SF expire in August 2008 and approximately 24,444 SF expire in November 2008. <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 9 $ 54.22 29,281 2.8% 2.8% 4.5% 4.5% 2006 6 $ 22.35 28,678 2.7% 5.5% 1.8% 6.3% 2007 12 $ 27.17 211,007 20.1% 25.6% 16.3% 22.6% 2008 14 $ 25.66 89,835 8.5% 34.1% 6.6% 29.2% 2009 2 $ 52.60 5,559 0.5% 34.7% 0.8% 30.0% 2010 4 $ 42.57 15,216 1.4% 36.1% 1.8% 31.9% 2011 7 $ 52.94 49,688 4.7% 40.8% 7.5% 39.3% 2012 4 $ 27.04 87,022 8.3% 49.1% 6.7% 46.0% 2013 4 $ 37.12 46,517 4.4% 53.5% 4.9% 51.0% 2014 3 $ 57.87 137,783 13.1% 66.6% 22.7% 73.6% 2015 6 $ 76.11 102,541 9.8% 76.4% 22.2% 95.8% Thereafter 4 $ 59.37 24,790 2.4% 78.8% 4.2% 100.0% Vacant 0 NA 223,241 21.2% 100.0% 0.0% 100.0% </TABLE> * Calculated based on the approximate square footage occupied by each tenant. S-168 THE LOAN. The Mortgage Loan (the "60 Hudson Street Loan") is secured by a first mortgage encumbering an office building located in New York, New York. The 60 Hudson Street Loan represents approximately 4.4% of the Cut-Off Date Pool Balance. The 60 Hudson Street Loan was originated on July 1, 2005, and has a principal balance as of the Cut-Off Date of $160,000,000. The 60 Hudson Street Loan is interest-only for the entire term. The 60 Hudson Street Loan has a remaining term of 119 months to its anticipated repayment date of July 11, 2015. The 60 Hudson 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. THE BORROWER. The borrower is 60 Hudson Owner LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 60 Hudson Street Loan. The sponsor is Kenneth Carmel, the Vice Chairman of the Board of Williams Real Estate Co., Inc.. Mr. Carmel has over thirty years of experience in leasing, investment sales, and building operation, and is a General Partner in the ownership of five million square feet of office space. THE PROPERTY. The Mortgaged Property is an approximately 1,051,158 square foot office building situated on approximately 1.3 acres. The Mortgaged Property was constructed in 1930 as Western Union's headquarters. The Mortgaged Property is located in New York, New York. As of May 31, 2005, the occupancy rate for the Mortgaged Property securing the 60 Hudson Street Loan was approximately 78.8%. The largest tenant is MCI, Inc. ("MCI"), occupying approximately 125,456 square feet, or approximately 11.9% of the net rentable area. MCI, formerly known as WorldCom, is a global communications company. The MCI lease expires in December 2014. As of July 13, 2005, MCI, Inc. was rated "B2" (Moody's), "B+" (S&P) and "B" (Fitch). The second largest tenant is The City of New York (Department of Corrections) occupying approximately 99,471 square feet, or approximately 9.5% of the net rentable area. The City of New York uses the space at the Mortgaged Property for the administrative needs of the Department of Corrections, which employs over 9,500 uniformed staff and 1,400 civilian staff. As of July 15, 2005, The City of New York was rated "A2" by Moody's. The City of New York lease expires in June 2007. The third largest tenant is Sprint Communications, ("Sprint") occupying approximately 83,920 square feet, or approximately 8.0% of the net rentable area. Sprint combines both wireless and wireline operations, operating a nationwide digital wireless network, and is a leading provider of mobile phone services in the US, Puerto Rico, and the US Virgin Islands. The Sprint lease expires in December 2012. As of July 13, 2005, Sprint was rated "Baa3" (Moody's), "BBB-" (S&P) and "BBB" (Fitch). LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lockbox account. HYPER-AMORTIZATION. Commencing on the anticipated repayment date of July 11, 2015, if the 60 Hudson Street Loan is not paid in full, the 60 Hudson Street Loan enters into a hyper-amortization period through July 11, 2035. The interest rate applicable to the 60 Hudson Street Loan during such hyper-amortization period will increase to the greater of 4.0% over the mortgage rate or 4.0% over the treasury rate, as specified in the loan documents. MANAGEMENT. Williams U.S.A. Realty Services, Inc. ("Williams"), an affiliate of one of the sponsors, is the property manager for the Mortgaged Property securing the 60 Hudson Street Loan. Founded in 1926 and now under a third generation of management, Williams is headquartered in midtown New York City. In the tri-state regional market, Williams currently represent owners of approximately 20 million square feet of office space. S-169 Macon & Burlington Mall Pool - ------------------------------------------------------------------------- LOAN INFORMATION - ------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $141,200,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.9% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR David Lichtenstein TYPE OF SECURITY Both MORTGAGE RATE 5.780% MATURITY DATE July 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 12 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 119 / 360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $2,842,688 TI/LC $3,500,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $21,663 TI/LC $74,074 GROUND LEASE $4,505 ADDITIONAL FINANCING* Mezzanine Debt $27,150,000 CUT-OFF DATE BALANCE $141,200,000 CUT-OFF DATE BALANCE/SF $119 CUT-OFF DATE LTV 80.0% MATURITY DATE LTV 69.0% UW DSCR ON NCF 1.37x - ------------------------------------------------------------------------- * Consists of two mezzanine loans: (i) senior mezzanine debt in an original amount of $17,650,000 and (ii) junior mezzanine/preferred equity in an original amount of $9,500,000. - ------------------------------------------------------------------------- PROPERTY INFORMATION - ------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 2 LOCATION Macon, GA & Burlington, NC PROPERTY TYPE Retail -- Anchored SIZE (SF) 1,181,592 OCCUPANCY AS OF 5/24/05 AND 6/1/05 89.6% YEAR BUILT / YEAR RENOVATED Various / Various APPRAISED VALUE $176,500,000 PROPERTY MANAGEMENT Prime Retail, L.P. UW ECONOMIC OCCUPANCY 89.8% UW REVENUES $22,565,560 UW TOTAL EXPENSES $7,781,027 UW NET OPERATING INCOME (NOI) $14,784,533 UW NET CASH FLOW (NCF) $13,631,377 - ------------------------------------------------------------------------- S-170 Macon Mall <TABLE> TENANT SUMMARY NET RATINGS* RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) - ----------------------------------- ------------------- ----------- ANCHOR TENANTS -- ANCHOR OWNED Sears ............................. Ba1/BB+/BB 202,915 Dillard's ......................... B2/BB/BB- 172,000 Belk .............................. NR/NR/NR 154,369 Macy's ............................ Baa1/BBB+/BBB+ 152,876 ------- TOTAL ANCHOR OWNED ................ 682,160 ======= ANCHOR TENANTS -- COLLATERAL JC Penney ......................... Ba1/BB+/BB+ 169,042 Parisian .......................... B2/CCC+/B+ 100,726 ------- TOTAL ANCHOR TENANTS .............. 269,768 ======= TOP 5 NON-ANCHOR TENANTS Linens-N-Things ................... NR/NR/NR 28,000 Old Navy .......................... Baa3/BBB-/BBB- 15,317 Abercrombie & Fitch ............... NR/NR/NR 12,577 Piccadilly Cafeteria .............. NR/NR/NR 11,550 Gap/Gap Kids ...................... Baa3/BBB-/BBB- 10,009 ------- TOTAL TOP 5 TENANTS ............... 77,453 ======= NON-MAJOR TENANTS ................. 325,817 ------- OCCUPIED COLLATERAL TOTAL ......... 673,038 ======= VACANT SPACE ...................... 89,360 ------- COLLATERAL TOTAL .................. 762,398 ======= PROPERTY TOTAL .................... 1,444,558 ========= % OF NET % OF DATE OF RENTABLE ACTUAL ACTUAL LEASE TENANT AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------------- ---------------------------------------- ---------- --------------- ---------- ---------------- ANCHOR TENANTS -- ANCHOR OWNED Sears ............................. ANCHOR OWNED -- NOT PART OF COLLATERAL Dillard's ......................... ANCHOR OWNED -- NOT PART OF COLLATERAL Belk .............................. ANCHOR OWNED -- NOT PART OF COLLATERAL Macy's ............................ ANCHOR OWNED -- NOT PART OF COLLATERAL TOTAL ANCHOR OWNED ................ ANCHOR TENANTS -- COLLATERAL JC Penney ......................... 22.2% $ 2.75 $ 464,866 4.4% February 2007 Parisian .......................... 13.2 $ 8.58 864,229 8.2 February 2017 -------- ------------ ----- TOTAL ANCHOR TENANTS .............. 35.4% $ 4.93 $ 1,329,095 12.7% ======== ============ ===== TOP 5 NON-ANCHOR TENANTS Linens-N-Things ................... 3.7% $12.00 $ 336,000 3.2% January 2014 Old Navy .......................... 2.0 $13.00 199,121 1.9 October 2010 Abercrombie & Fitch ............... 1.6 $17.48 219,812 2.1 Multiple Spaces Piccadilly Cafeteria .............. 1.5 $11.00 127,050 1.2 December 2007 Gap/Gap Kids ...................... 1.3 $25.98 260,034 2.5 January 2010 ------------ ----- TOTAL TOP 5 TENANTS ............... 10.2% $14.74 $ 1,142,017 10.9% ======== ============ ===== NON-MAJOR TENANTS ................. 42.7 $24.64 8,028,102 76.5 -------- ------------ ----- OCCUPIED COLLATERAL TOTAL ......... 88.3% $15.60 $10,499,214 100.0% ======== ============ ===== VACANT SPACE ...................... 11.7 -------- COLLATERAL TOTAL .................. 100.0% ======== PROPERTY TOTAL .................... </TABLE> * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-171 Macon Mall <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(1) ROLLING(1) RENT ROLLING(1) RENT ROLLING(1) - --------------- --------- ----------- ---------- --------------- ------------ ----------------- ---------------- 2005 18 $ 23.59 41,881 5.5% 5.5% 9.4% 9.4% 2006(2) 14 $ 20.76 41,938 5.5% 11.0% 6.1% 15.5% 2007(3) 40 $ 10.45 241,470 31.7% 42.7% 23.6% 39.1% 2008(4) 6 $ 30.03 18,550 2.4% 45.1% 3.3% 42.5% 2009 12 $ 22.04 40,454 5.3% 50.4% 8.5% 51.0% 2010 20 $ 23.59 84,287 11.1% 61.5% 18.9% 69.9% 2011 11 $ 31.40 32,172 4.2% 65.7% 9.6% 79.5% 2012 1 $112.24 490 0.1% 65.7% 0.5% 80.0% 2013 5 $ 17.53 15,370 2.0% 67.8% 2.6% 82.6% 2014 6 $ 17.28 55,700 7.3% 75.1% 9.2% 91.8% 2015 0 $ 0.00 0 0.0% 75.1% 0.0% 91.8% Thereafter 1 $ 8.58 100,726 13.2% 88.3% 8.2% 100.0% Vacant 0 NA 89,360 11.7% 100.0% 0.0% 100.0% </TABLE> (1) Calculated based on the approximate square footage occupied by each tenant. (2) The WA Base Rent/SF Rolling for 2006 does not include approximately 4,717 SF occupied by Kay Bee Toys and approximately 6,400 SF occupied by Ann Taylor Loft. These two spaces are leased for a percentage of the store sales and therefore are not reported. (3) The WA Base Rent/SF Rolling for 2007 does not include approximately 4,200 SF occupied by Abercrombie and Fitch. This space is leased for a percentage of the store sales and therefore has not been reported. (4) The WA Base Rent/SF Rolling for 2008 does not include approximately 6,890 SF occupied by Eddie Bauer. This space is leased for a percentage of the store sales and therefore has not been reported. S-172 Burlington Mall <TABLE> TENANT SUMMARY NET % OF NET RATINGS* RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------- ------------------- ----------- ---------- ANCHOR TENANTS -- COLLATERAL Sears ............................... Ba1/BB+/BB 110,435 26.3% Belk ................................ NR/NR/NR 88,000 21.0 JC Penney ........................... Ba1/BB+/BB+ 40,388 9.6 Goody's Family Clothing ............. NR/NR/NR 27,000 6.4 ------- ----- TOTAL ANCHOR TENANTS ................ 265,823 63.4% ======= ===== TOP 5 NON-ANCHOR TENANTS Fitness Today of Burlington ......... NR/NR/NR 12,500 3.0% Books-A-Million ..................... NR/NR/NR 10,950 2.6 Applehouse of Burlington ............ NR/NR/NR 10,001 2.4 Casual Corner Annex ................. NR/NR/NR 9,492 2.3 American Eagle Outfitters ........... NR/NR/NR 5,140 1.2 ------- ----- TOTAL TOP 5 TENANTS ................. 48,083 11.5% ======= ===== NON-MAJOR TENANTS ................... 71,236 17.0 ------- ----- OCCUPIED COLLATERAL TOTAL ........... 385,142 91.9% ======= ===== VACANT SPACE ........................ 34,052 8.1 ------- ----- COLLATERAL TOTAL .................... 419,194 100.0% ======= ===== % OF DATE OF ACTUAL ACTUAL LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------- ---------- ------------- ---------- -------------- ANCHOR TENANTS -- COLLATERAL Sears ............................... $ 0.00 % Rent 0.0% July 2009 Belk ................................ $ 3.07 $ 270,160 9.3 November 2009 JC Penney ........................... $ 3.81 153,763 5.3 February 2008 Goody's Family Clothing ............. $ 6.50 175,500 6.1 August 2009 ------------- ----- TOTAL ANCHOR TENANTS ................ $ 2.25 $ 599,423 20.7% ============= ===== TOP 5 NON-ANCHOR TENANTS Fitness Today of Burlington ......... $ 7.20 $ 90,000 3.1% December 2005 Books-A-Million ..................... $ 9.50 104,025 3.6 February 2007 Applehouse of Burlington ............ $ 5.00 50,005 1.7 December 2005 Casual Corner Annex ................. $12.64 119,979 4.1 November 2012 American Eagle Outfitters ........... $23.00 118,220 4.1 January 2012 ------------- ----- TOTAL TOP 5 TENANTS ................. $10.03 $ 482,229 16.6% ============= ===== NON-MAJOR TENANTS ................... $25.49 1,815,947 62.7 ------------- ----- OCCUPIED COLLATERAL TOTAL ........... $ 7.52 $2,897,599 100.0% ============= ===== VACANT SPACE ........................ COLLATERAL TOTAL .................... </TABLE> * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-173 Burlington Mall <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(1) ROLLING(1) RENT ROLLING(1) RENT ROLLING(1) - --------------- --------- --------- ---------- --------------- ------------ ----------------- ---------------- 2005 4 $ 8.36 25,271 6.0% 6.0% 7.3% 7.3% 2006 5 $ 16.60 11,100 2.6% 8.7% 6.4% 13.6% 2007 8 $ 27.20 13,964 3.3% 12.0% 13.1% 26.8% 2008 6 $ 8.02 51,237 12.2% 24.2% 14.2% 40.9% 2009(2) 7 $ 5.16 235,823 56.3% 80.5% 22.3% 63.2% 2010 7 $ 35.42 13,575 3.2% 83.7% 16.6% 79.8% 2011 2 $ 21.82 5,520 1.3% 85.0% 4.2% 84.0% 2012 3 $ 16.32 18,382 4.4% 89.4% 10.4% 94.3% 2013 1 $ 14.00 5,100 1.2% 90.6% 2.5% 96.8% 2014 2 $ 17.87 5,170 1.2% 91.9% 3.2% 100.0% 2015 0 $ 0.00 0 0.0% 91.9% 0.0% 100.0% Thereafter 0 $ 0.00 0 0.0% 91.9% 0.0% 100.0% Vacant 0 NA 34,052 8.1% 100.0% 0.0% 100.0% </TABLE> (1) Calculated based on the approximate square footage occupied by each tenant (2) The WA Base Rent/SF Rolling for 2009 does not include approximately 110,435 SF occupied by Sears. This space is leased for a percentage of the store sales and therefore has not been reported. S-174 THE LOAN. The Mortgage Loan (the "Macon & Burlington Mall Pool Loan") is secured by first mortgages encumbering two regional malls located in Macon, Georgia (the "Macon Mall") and Burlington, North Carolina (the "Burlington Mall"). The Macon & Burlington Mall Pool Loan represents approximately 3.9% of the Cut-Off Date Pool Balance. The Macon & Burlington Mall Pool Loan was originated on June 30, 2005, and has an aggregate principal balance as of the Cut-Off Date of $141,200,000. The Macon & Burlington Mall Pool Loan provides for interest-only payments for the first 12 months of its term, and thereafter, fixed monthly payments of principal and interest. The Macon & Burlington Mall Pool Loan has a remaining term of 119 months and matures on July 11, 2015. The Macon & Burlington Mall Pool Loan may be prepaid on or after April 11, 2015, and the Macon & Burlington Mall Pool Loan permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWERS. The borrowers are Macon Mall, LLC and Burlington Mall, LLC, each a special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Macon & Burlington Mall Pool Loan. The sponsor of the borrowers is David Lichtenstein, the founding principal of the Lightstone Group. Founded in 1988, the Lightstone Group owns a diversified portfolio of over 16,000 residential units and office, industrial and retail properties totaling approximately 25 million square feet of space in 24 states and Puerto Rico. THE PROPERTIES. The Mortgaged Properties consist of two regional malls, with one located in Macon, Georgia and the other in Burlington, North Carolina. As of May 24, 2005 and June 1, 2005, the average occupancy rate for the Mortgaged Properties securing the Macon & Burlington Mall Pool Loan was approximately 89.6%. The Macon Mall Mortgaged Property is an approximately 762,398 square foot regional mall situated on approximately 53.0 acres. The Mortgaged Property was built in 1975. The Mortgaged Property is located in Macon, Georgia. The largest tenant is J.C. Penney Company, Inc. ("JC Penney"), occupying approximately 169,042 square feet, or approximately 22.2% of the net rentable area. JC Penney sells family apparel, jewelry, shoes, accessories, and home furnishings to customers through department stores, catalog and the Internet. In addition, the department stores provide services, such as salon, optical, portrait photography and custom decorating. As of July 19, 2005, JC Penney was rated "Ba1" (Moody's), "BB+" (S&P) and "BB+" (Fitch). The JC Penney lease expires in February 2007. The second largest tenant is Parisian, occupying approximately 100,726 square feet, or approximately 13.2% of the net rentable area. Parisian, operated by Saks, Inc., is a department store offering fashion apparel, shoes, accessories, jewelry, cosmetics and decorative home furnishings. As of July 19, 2005, Saks, Inc. was rated "B2" (Moody's), "CCC+" (S&P) and "B+" (Fitch). The Parisian lease expires in February 2017. The third largest tenant is Linens n Things, Inc. ("Linens n Things"), occupying approximately 28,000 square feet, or approximately 3.7% of the net rentable area. Linens n Things operates a chain of retail stores that offer home textiles, housewares and home accessories in the United States and Canada. The Linens n Things lease expires in January 2014. The Burlington Mall Mortgaged Property is an approximately 419,194 square foot regional mall situated on approximately 41.0 acres. The Mortgaged Property was built in 1969 and renovated in 2004. The Mortgaged Property is located in Burlington, North Carolina, within the Greensboro-Winston Salem-High Point, NC metropolitan statistical area. The largest tenant is Sears, Roebuck and Co. ("Sears"), occupying approximately 110,435 square feet, or approximately 26.3% of the net rentable area. Sears offers a wide range of home merchandise, apparel and automotive products and services throughout Sears-branded and affiliated stores in the U.S. and Canada. As of July 19, 2005, Sears was rated "Ba1" (Moody's), "BB+" (S&P) and "BB" (Fitch). The Sears lease expires in July 2009 and the lease terms provide for the rent to be determined as a percentage of store sales. The second largest tenant is Belk, occupying approximately 88,000 square feet, or approximately 21.0% of the net rentable area. Belk is a privately owned department store chain offering fashion apparel, shoes, accessories, jewelry, cosmetics, and decorative home furnishings. The Belk lease expires in November 2009. The third largest tenant is JC Penney, occupying approximately 40,388 square feet, or approximately 9.6% of the net rentable area. JC Penney sells family apparel, jewelry, shoes, accessories, and home furnishings to customers through department stores, catalog, and the Internet. In addition, the department stores provide services, such as salon, optical, portrait photography, and custom decorating. As of July 19, 2005, JC Penney was rated "Ba1" (Moody's), "BB+" (S&P) and "BB+" (Fitch). The JC Penney lease expires in February 2008. LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lockbox account. S-175 MEZZANINE DEBT. Two mezzanine loans in an original aggregate amount of $27,150,000 were originated on June 30, 2005. The mezzanine loans are not assets of the Trust Fund and are secured by a pledge of the equity interests in the borrowers. MANAGEMENT. Prime Retail, L.P., an affiliate of the Lightstone Group, is the property manager for the Mortgaged Properties securing the Macon & Burlington Mall Pool Loan. S-176 Millennium Park Plaza - --------------------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $140,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Donald P. Barry Sr., Margaret H. Barry, Donald P. Barry, Jr., Sean T. Barry & James W. Purcell TYPE OF SECURITY Fee MORTGAGE RATE 5.130% MATURITY DATE August 11, 2015 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 120 ORIGINAL TERM / AMORTIZATION 120 / IO REMAINING TERM / AMORTIZATION 120 / IO LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes OTHER * $5,500,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $12,570 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $140,000,000 CUT-OFF DATE BALANCE/SF $194 CUT-OFF DATE LTV 80.0% MATURITY DATE LTV 80.0% UW DSCR ON NCF 1.56x - --------------------------------------------------------------------------- * Reserve funded at closing to be used for future planned upgrades and renovations, as well as potential TI/LC costs. - --------------------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Chicago, IL PROPERTY TYPE Mixed Use -- Multifamily/Office SIZE (SF) 720,349 OCCUPANCY AS OF JUNE 15, 2005 93.2% YEAR BUILT / YEAR RENOVATED 1982 / 2005 APPRAISED VALUE $175,000,000 PROPERTY MANAGEMENT BJB Partners UW ECONOMIC OCCUPANCY 93.4% UW REVENUES $16,917,997 UW TOTAL EXPENSES $ 5,469,740 UW NET OPERATING INCOME (NOI) $11,448,257 UW NET CASH FLOW (NCF) $11,239,265 - --------------------------------------------------------------------------- S-177 <TABLE> TENANT SUMMARY - -------------------------------------------------------------------------------------- NET % OF NET RATINGS RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------------- ------------------- ----------- ---------- La Strada ................................. NR/NR/NR 20,752 2.9% Broadwing Communication ................... NR/NR/NR 13,397 1.9 Qwest/Equis . ............................. NR/NR/NR 12,223 1.7 Health Club ............................... NR/NR/NR 8,500 1.2 MCI/Real Estate ........................... NR/NR/NR 8,420 1.2 Non-major tenants . ....................... 18,648 2.6 Executive Suites -- Multiple Tenants. ..... 41,559 5.8 Vacant Commercial ......................... 7,425 1.0 ------ ----- TOTAL COMMERCIAL ......................... 130,924 18.2% ======= ===== Occupied Multifamily (516 units) .......... 547,890 76.1% Vacant Multifamily (35 units) ............. 41,535 5.8 ------- ----- TOTAL MULTIFAMILY ........................ 589,425 81.8% ======= ===== PROPERTY TOTAL ............................ 720,349 100.0% ======= ===== % OF DATE OF ACTUAL ACTUAL LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------- ---------- ------------- ---------- -------------- La Strada ................................. $ 5.15 $ 106,873 0.7% December 2006 Broadwing Communication ................... $ 44.18 591,879 3.8 July 2006 Qwest/Equis . ............................. $ 29.46 360,090 2.3 March 2010 Health Club ............................... $ 0.00 0 0.0 MTM MCI/Real Estate ........................... $ 32.39 272,724 1.8 July 2008 Non-major tenants . ....................... $ 31.18 581,528 3.8 Executive Suites -- Multiple Tenants. ..... $ 32.57 1,353,577 8.7 Vacant Commercial ......................... 0 0.0 ----------- ----- TOTAL COMMERCIAL ......................... $ 3,266,670 21.1% =========== ===== Occupied Multifamily (516 units) .......... $12,232,056 78.9% Vacant Multifamily (35 units) ............. 0 0.0 ----------- ----- TOTAL MULTIFAMILY ........................ $12,232,056 78.9% =========== ===== PROPERTY TOTAL ............................ $15,498,726 100.0% =========== ===== </TABLE> <TABLE> UNIT MIX - ------------------------------------------------------------------------------------------------------ NO. OF APPROXIMATE APPROXIMATE UNIT MIX UNITS UNIT SIZE (SF) NRA (SF) % OF NRA QUOTED RENT - ----------------------- -------- ---------------- ------------ ---------- ------------------ Studio ............ 58 660 38,280 6.5% $ 1,403 1 BR/1 BA ......... 261 874 228,230 38.7 $ 1,744 2 BR/2 BA ......... 232 1,392 322,915 54.8 $ 2,474 --- ------- ----- TOTAL ............. 551 1,070 589,425 100.0% $2,015 / $1.88/SF === ======= ===== </TABLE> S-178 THE LOAN. The Mortgage Loan (the "Millennium Park Plaza Loan") is secured by a first mortgage encumbering a mixed use complex located in Chicago, Illinois. The Millennium Park Plaza Loan represents approximately 3.8% of the Cut-Off Date Pool Balance. The Millennium Park Plaza Loan was originated on July 21, 2005, and has a principal balance as of the Cut-Off Date of $140,000,000. The Millennium Park Plaza Loan provides for interest-only payments for the entire term. The Millennium Park Plaza Loan has a remaining term of 120 months and matures on August 11, 2015. The Millennium Park Plaza Loan may be prepaid on or after June 11, 2015 and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWER. The borrower is Millennium Park Plaza, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Millennium Park Plaza Loan. The sponsors are the five partners of BJB Partners, Donald P. Barry Sr., Margaret H. Barry, Donald P. Barry Jr., Sean T. Barry and James W. Purcell. BJB Partners was founded in 1972, is based in Chicago, Illinois, and currently owns more than 5,000 multifamily units and approximately 1,650,000 square feet of commercial space in the Chicago, Illinois area. THE PROPERTY. The Mortgaged Property is an approximately 720,349 square foot mixed use complex situated on approximately 0.6 acres. The Mortgaged Property consists of a 551-unit high-rise multifamily building, as well as approximately 130,924 square feet of office and retail space. The Mortgaged Property was constructed in 1982 and renovated in 2005. As of June 15, 2005, the occupancy rate for the Mortgaged Property securing the Millennium Park Plaza Loan was approximately 93.2%. The Mortgaged Property includes such amenities as a fitness center with swimming pool and spa on the 38th floor, a second exercise room as well as a business center on the first floor and a rooftop sundeck. LOCKBOX ACCOUNT. The loan documents do not require a lockbox account. PROPERTY MANAGEMENT. BJB Partners, an affiliate of the sponsors, is the property manager for the Mortgaged Property securing the Millennium Park Plaza Loan. S-179 200 Public Square - --------------------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $115,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR HGGP CAPITAL, LLC TYPE OF SECURITY Fee MORTGAGE RATE 5.180% MATURITY DATE July 11, 2012 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 36 ORIGINAL TERM / AMORTIZATION 84 / 360 REMAINING TERM / AMORTIZATION 83 / 360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $ 211,250 TI/LC $7,000,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $ 22,229 TI/LC $ 75,000 ADDITIONAL FINANCING* None CUT-OFF DATE BALANCE $115,000,000 CUT-OFF DATE BALANCE/SF $ 97 CUT-OFF DATE LTV 75.7 % MATURITY DATE LTV 71.3 % UW DSCR ON NCF 1.71 x - --------------------------------------------------------------------------- * Future mezzanine debt permitted. - --------------------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Cleveland, OH PROPERTY TYPE Office -- CBD SIZE (SF) 1,191,462 OCCUPANCY AS OF JUNE 1, 2005 87.8% YEAR BUILT / YEAR RENOVATED 1985 / NA APPRAISED VALUE $151,900,000 PROPERTY MANAGEMENT Harbor Group Management Co. UW ECONOMIC OCCUPANCY 87.7% UW REVENUES $ 23,811,631 UW TOTAL EXPENSES $ 10,108,396 UW NET OPERATING INCOME (NOI) $ 13,703,235 UW NET CASH FLOW (NCF) $ 12,904,008 - --------------------------------------------------------------------------- S-180 <TABLE> TENANT SUMMARY NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ---------------------------------- ------------------- ----------- ---------- BP America(2) .................... Aa1/AA+AA+ 243,338 20.4% Benesch, Friedlander ............. NR/NR/NR 115,390 9.7 Hahn Loeser & Parks .............. NR/NR/NR 70,015 5.9 Management Recruiters(3) ......... NR/NR/NR 51,774 4.3 National City Bank(4) ............ A1/A/AA- 51,242 4.3 Non-major tenants ................ 514,377 43.2 Vacant ........................... 145,326 12.2 --------- ----- TOTAL ............................ 1,191,462 100.0% ========= ===== % OF DATE OF ACTUAL ACTUAL LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ---------------------------------- ---------- --------------- ---------- --------------- BP America(2) .................... $ 15.04 $ 3,660,650 18.4% September 2008 Benesch, Friedlander ............. $ 24.38 2,813,208 14.1 July 2009 Hahn Loeser & Parks .............. $ 19.07 1,335,186 6.7 September 2012 Management Recruiters(3) ......... $ 13.50 698,949 3.5 February 2011 National City Bank(4) ............ $ 16.50 845,493 4.2 Septemer 2013 Non-major tenants ................ $ 20.58 10,587,949 53.1 Vacant ........................... 0 0.0 ------------ ----- TOTAL ............................ $19,941,435 100.0% ============ ===== </TABLE> (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) The BP America space is comprised of both dark and sublet space, and is net of the space sublet by National City Bank. Approximately 152,712 SF is dark, as a result of BP being acquired by Amoco and relocating out of Cleveland. BP America, however, is obligated and continues to pay rent on its leased space. In addition, approximately 90,626 SF is sublet to three tenants: i) Marsh and McClennan occupies approximately 59,293 SF, ii) Davel Communication occupies approximately 16,668 SF and iii) Mercer Consulting occupies approximately 14,665 SF. (3) Tenant has downsized after the acquisition by Philadelphia based CDI Corp., and thus is only currently utilizing approximately 26,089 SF, although they remain obligated and continue to pay on approximately all 51,774 SF. (4) National City Bank is subleasing their approximate 51,242 SF of space from BP America through September 2008, but has entered into a lease extension in their own name through September 2013. <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(1) ROLLING(1) RENT ROLLING(1) ROLLING(1) - ----------------- --------- ----------- ---------- --------------- ------------ ----------------- --------------- 2005(2) 6 $ 20.91 18,514 1.6% 1.6% 1.4% 1.4% 2006 11 $ 21.64 106,455 8.9% 10.5% 11.6% 12.9% 2007 5 $ 25.58 58,206 4.9% 15.4% 7.5% 20.4% 2008 14 $ 15.52 271,848 22.8% 38.2% 21.2% 41.6% 2009 8 $ 23.15 150,366 12.6% 50.8% 17.5% 59.0% 2010 7 $ 21.72 69,498 5.8% 56.6% 7.6% 66.6% 2011 6 $ 16.66 78,570 6.6% 63.2% 6.6% 73.1% 2012 5 $ 18.27 99,419 8.3% 71.6% 9.1% 82.3% 2013 2 $ 18.31 89,243 7.5% 79.1% 8.2% 90.5% 2014 4 $ 19.66 59,930 5.0% 84.1% 5.9% 96.4% 2015 2 $ 16.46 44,087 3.7% 87.8% 3.6% 100.0% Thereafter 0 $ 0.00 0 0.0% 87.8% 0.0% 100.0% Vacant 0 NA 145,326 12.2% 100.0% 0.0% 100.0% </TABLE> (1) Calculated based on the approximate square footage occupied by each tenant. (2) The WA Base Rent/SF Rolling for 2005 does not include approximately 5,322 SF occupied by the property management company, Harbor Group Management Co., as this tenant does not pay any rent. S-181 THE LOAN. The Mortgage Loan (the "200 Public Square Loan") is secured by a first mortgage encumbering an office building located in Cleveland, Ohio. The 200 Public Square Loan represents approximately 3.1% of the Cut-Off Date Pool Balance. The 200 Public Square Loan was originated on June 24, 2005, and has a principal balance as of the Cut-Off Date of $115,000,000. The 200 Public Square Loan provides for interest-only payments for the first 36 months of its term, and thereafter, fixed monthly payments of principal and interest. The 200 Public Square Loan has a remaining term of 83 months and matures on July 11, 2012. The 200 Public Square Loan may be prepaid on or after May 11, 2012, and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWER. The borrower is Cleveland Financial Associates, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 200 Public Square Loan. The sponsor is HGGP Capital, LLC ("Harbor Group"). Harbor Group is a full-service, diversified real estate investment concern that owns and manages office buildings, shopping centers, multi-family and industrial space throughout the United States. THE PROPERTY. The Mortgaged Property is an approximately 1,191,462 square foot office building situated on approximately 2.8 acres. The Mortgaged Property was constructed in 1985, and is located in Cleveland, Ohio. As of June 1, 2005, the occupancy rate for the Mortgaged Property securing the 200 Public Square Loan was approximately 87.8%. The largest tenant is BP America ("BP"), leasing approximately 243,338 square feet, or approximately 20.4% of the net rentable area. BP is one of the world's largest oil and petrochemicals groups and one of Great Britain's largest companies. BP is an international company, having operations in over 70 countries. As of July 19, 2005, BP was rated "Aa1" (Moody's), "AA+" (S&P) and "AA+" (Fitch). The BP lease expires in September 2008. BP is no longer in occupancy of their space, though they are current on their rent and obligated to pay through September 2008. They have sublet approximately 90,626 square feet of their space to three tenants: Marsh and McClennan (approximately 59,293 SF), Davel Communication (approximately 16,668 SF) and Mercer Consulting (approximately 14,665 SF). BP leases an additional approximate 51,242 square feet through September 2008, which is sublet to National City Bank, who has signed a direct lease renewal to run from October 2008 through September 2013. The second largest tenant is Benesch, Friedlander, Coplan & Aronoff LLP ("BFCA"), occupying approximately 115,390 square feet, or approximately 9.7% of the net rentable area. BFCA is a law firm with offices in Cleveland, Ohio and Columbus, Ohio. The company has a national client base and is an Ohio member of TerraLex, an international network of more than 138 law firms and 9,000 lawyers. The BFCA lease expires in July 2009. The third largest tenant is Hahn Loeser & Parks ("HLP"), occupying approximately 70,015 square feet, or approximately 5.9% of the net rentable area. Founded in 1920, HLP is a full-service law firm that provides counseling to a wide spectrum of clients, including Fortune 500 corporations and privately-held businesses, non-profit institutions, governmental entities and individuals. The HLP lease expires in September 2012. LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagor-designated lockbox account. At any time during the term of the 200 Public Square Loan, (i) if the debt service coverage ratio, as computed by the mortgagee, is less than 1.20x or (ii) upon the occurrence of an event of default under the loan documents, the amounts in the lockbox will be swept daily into a mortgagee-designated lockbox account. MANAGEMENT. Harbor Group Management Co., an affiliate of the sponsor, is the property manager for the Mortgaged Property securing the 200 Public Square Loan. Harbor Group Management Co. is a diversified property management company managing shopping centers, apartment complexes, office buildings and industrial space in 13 states plus the District of Columbia. S-182 Extra Space Portfolio - --------------------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $100,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.7% NUMBER OF MORTGAGE LOANS 15 LOAN PURPOSE Acquisition SPONSOR Extra Space Storage LLC TYPE OF SECURITY Fee MORTGAGE RATE 5.260% MATURITY DATE August 11, 2010 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 60 ORIGINAL TERM / AMORTIZATION 60 / IO REMAINING TERM / AMORTIZATION 60 / IO LOCKBOX Springing UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $722,564 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $14,113 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $100,000,000 CUT-OFF DATE BALANCE/SF $91 CUT-OFF DATE LTV 77.4% MATURITY DATE LTV 77.4% UW DSCR ON NCF 1.69x - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 15 LOCATION Various PROPERTY TYPE Self Storage SIZE (SF) 1,100,988 OCCUPANCY AS OF APRIL 30, 2005 80.9% YEAR BUILT / YEAR RENOVATED Various / Various APPRAISED VALUE $129,175,000 PROPERTY MANAGEMENT Extra Space Management LLC UW ECONOMIC OCCUPANCY 80.7% UW REVENUES $14,917,680 UW TOTAL EXPENSES $5,849,473 UW NET OPERATING INCOME (NOI) $9,068,207 UW NET CASH FLOW (NCF) $8,898,861 - --------------------------------------------------------------------------- S-183 <TABLE> EXTRA SPACE PORTFOLIO SUMMARY CUT-OFF DATE CUT-OFF DATE YEAR BUILT / NET RENTABLE BALANCE PER PROPERTY NAME BALANCE RENOVATED UNITS AREA SQUARE FOOT OCCUPANCY* - ------------------------------------- -------------- -------------- --------- -------------- ------------- ------------ Extra Space -- New York, NY ......... $ 16,400,000 1921 / 1999 1,453 73,863 $ 222 90.6% Extra Space -- North Bergen, NJ ..... 11,000,000 2000 1,074 85,955 $ 128 89.8% Extra Space -- Hackensack, NJ ....... 9,500,000 1980 1,372 120,920 $ 79 90.6% Extra Space -- Toms River, NJ ....... 8,300,000 1999 676 73,337 $ 113 82.1% Extra Space -- Seattle, WA .......... 7,400,000 1999 757 67,175 $ 110 84.3% Extra Space -- Linden, NJ ........... 6,700,000 1999 578 61,093 $ 110 87.4% Extra Space -- Parlin, NJ ........... 6,700,000 1999 779 76,505 $ 88 78.4% Extra Space -- Beaverton, OR ........ 6,200,000 1987 571 67,530 $ 92 72.1% Extra Space -- Plainville, MA ....... 5,400,000 1998 553 69,675 $ 78 80.5% Extra Space -- Stoneham, MA ......... 5,400,000 2002 760 61,875 $ 87 77.6% Extra Space -- New Paltz, NY ........ 5,000,000 1990 735 69,056 $ 72 67.8% Extra Space -- Sandy, UT ............ 4,000,000 1994 543 83,150 $ 48 86.7% Extra Space -- Everett, MA .......... 3,750,000 1900 / 2000 835 69,789 $ 54 59.8% Extra Space -- Denver, CO ........... 2,250,000 1998 603 67,915 $ 33 75.9% Extra Space -- West Valley City, UT ................................. 2,000,000 1995 424 53,150 $ 38 78.5% ------------ ----- ------- TOTAL/WEIGHTED AVERAGE .............. $100,000,000 11,713 1,100,988 $ 91 80.9% ============ ====== ========= UW UNDERWRITTEN NET APPRAISED PROPERTY NAME OCCUPANCY % CASH FLOW APPRAISED VALUE VALUE PER SF LTV DSCR - ------------------------------------- ------------- ------------------ ----------------- -------------- ---------- ---------- Extra Space -- New York, NY ......... 83.3% $ 1,566,148 $ 21,000,000 $ 284 78.1% 1.82x Extra Space -- North Bergen, NJ ..... 78.4% 934,692 14,100,000 $ 164 78.0% 1.62x Extra Space -- Hackensack, NJ ....... 91.4% 816,197 12,200,000 $ 101 77.9% 1.63x Extra Space -- Toms River, NJ ....... 85.0% 785,274 10,600,000 $ 145 78.3% 1.80x Extra Space -- Seattle, WA .......... 86.6% 721,269 9,500,000 $ 141 77.9% 1.85x Extra Space -- Linden, NJ ........... 80.7% 597,742 8,575,000 $ 140 78.1% 1.70x Extra Space -- Parlin, NJ ........... 83.7% 593,303 8,550,000 $ 112 78.4% 1.68x Extra Space -- Beaverton, OR ........ 78.7% 551,164 8,000,000 $ 118 77.5% 1.69x Extra Space -- Plainville, MA ....... 80.1% 497,842 6,900,000 $ 99 78.3% 1.75x Extra Space -- Stoneham, MA ......... 74.5% 499,610 6,900,000 $ 112 78.3% 1.76x Extra Space -- New Paltz, NY ........ 70.1% 407,373 6,400,000 $ 93 78.1% 1.55x Extra Space -- Sandy, UT ............ 89.6% 362,411 5,100,000 $ 61 78.4% 1.72x Extra Space -- Everett, MA .......... 65.1% 237,822 5,400,000 $ 77 69.4% 1.21x Extra Space -- Denver, CO ........... 73.4% 188,939 3,450,000 $ 51 65.2% 1.60x Extra Space -- West Valley City, UT ................................. 78.3% 139,074 2,500,000 $ 47 80.0% 1.32x ----------- ------------- TOTAL/WEIGHTED AVERAGE .............. 80.7% $ 8,898,861 $ 129,175,000 $ 117 77.4% 1.69X =========== ============= </TABLE> * Occupancy as of April 30, 2005 for all the Mortgaged Properties. S-184 THE LOANS. The 15 Mortgage Loans (the "Extra Space Self Storage Portfolio Loans") are secured by 15 first mortgages or first deeds of trust encumbering 15 self storage properties located in seven states. The Extra Space Self Storage Portfolio Loans represent approximately 2.7% of the Cut-Off Date Pool Balance. The Extra Space Self Storage Portfolio Loans were originated on July 14, 2005, and have a principal balance as of the Cut-Off Date of $100,000,000. Each Extra Space Self Storage Portfolio Loan is cross-collateralized and cross-defaulted with each of the other Extra Space Self Storage Portfolio Loans. Each Extra Space Self Storage Portfolio Loan provides for interest-only payments for the entire loan term. The Extra Space Self Storage Portfolio Loans have a remaining term of 60 months and mature on August 11, 2010. The Extra Space Self Storage Portfolio Loans may be prepaid on or after June 11, 2010, and permit defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWER. The borrower for each of the Extra Space Self Storage Portfolio Loans is Extra Space Properties Fifty Three LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Extra Space Self Storage Portfolio Loans. The sponsor of the borrower is Extra Space Storage LLC. Extra Space Storage LLC is a publicly traded self storage operator with a geographically diverse portfolio of approximately 630 properties owned or under management upon closing the recent Storage USA acquisition. THE PROPERTIES. The Mortgaged Properties consist of 15 self storage facilities containing, in the aggregate, approximately 1,100,988 square feet. As of April 30, 2005, the average occupancy rate for the Mortgaged Properties securing the Extra Space Self Storage Portfolio Loans was approximately 80.9%. LOCKBOX ACCOUNT. At any time during the term of the Extra Space Self Storage Portfolio Loans, (i) if the debt service coverage ratio, as computed by the mortgagee, is less than 1.15x for a 12 consecutive month period or (ii) upon the occurrence of an event of default under the loan documents, the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases will be directly deposited into a mortgagee-designated lockbox account. MANAGEMENT. Extra Space Management LLC, an affiliate of the sponsor, is the property manager for the Mortgaged Properties securing the Extra Space Self Storage Portfolio Loans. S-185 Prentiss Pool - --------------------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $100,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Prentiss Properties TYPE OF SECURITY Fee MORTGAGE RATE 4.840% MATURITY DATE August 10, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 36 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 120 / 360 LOCKBOX Springing ONE-TIME RESERVE* Springing ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $100,000,000 CUT-OFF DATE BALANCE/SF $217 CUT-OFF DATE LTV 79.9% MATURITY DATE LTV 70.4% UW DSCR ON NCF 1.22x - --------------------------------------------------------------------------- * The borrower is required to fund $3,000,000 in cash or post a letter of credit if BearingPoint terminates its lease prior to September 2014. - --------------------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 2 LOCATION McLean, VA PROPERTY TYPE Office -- Suburban SIZE (SF) 460,492 OCCUPANCY AS OF JULY 1, 2005 95.2% YEAR BUILT / YEAR RENOVATED Various APPRAISED VALUE $125,200,000 PROPERTY MANAGEMENT Prentiss Properties Management, L.P. UW ECONOMIC OCCUPANCY 92.6% UW REVENUES $12,747,947 UW TOTAL EXPENSES $4,346,318 UW NET OPERATING INCOME (NOI) $8,401,628 UW NET CASH FLOW (NCF) $7,743,165 - --------------------------------------------------------------------------- S-186 1676 International Drive <TABLE> TENANT SUMMARY - ------------------------------------------------------------------------------- NET % OF NET RATINGS* RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------ ------------------- ----------- ---------- BearingPoint, Inc. ................. B2/B-/NR 239,206 79.9% Pillsbury Winthrop Shaw Pittman LLP NR/NR/NR 25,602 8.6 Davis Carter Scott ................. NR/NR/NR 17,673 5.9 Educap ............................. NR/NR/NR 9,466 3.2 Molinaro Koger ..................... NR/NR/NR 7,466 2.5 Non-major tenants . ................ 0 0.0 Vacant . ........................... 0 0.0 ------- ----- TOTAL .............................. 299,413 100.0% ======= ===== % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------ ---------- ------------- ---------- --------------- BearingPoint, Inc. ................. $ 26.70 $ 6,386,549 75.0% September 2014 Pillsbury Winthrop Shaw Pittman LLP $ 35.43 907,079 10.7 June 2009 Davis Carter Scott ................. $ 34.22 604,770 7.1 March 2009 Educap ............................. $ 36.59 346,361 4.1 March 2009 Molinaro Koger ..................... $ 35.90 268,019 3.1 March 2009 Non-major tenants . ................ $ 0.00 0 0.0 Vacant . ........................... 0 0.0 ----------- ----- TOTAL .............................. $ 8,512,778 100.0% =========== ===== </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 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 6 $ 35.32 60,207 20.1% 20.1% 25.0% 25.0% 2010 0 $ 0.00 0 0.0% 20.1% 0.0% 25.0% 2011 0 $ 0.00 0 0.0% 20.1% 0.0% 25.0% 2012 0 $ 0.00 0 0.0% 20.1% 0.0% 25.0% 2013 0 $ 0.00 0 0.0% 20.1% 0.0% 25.0% 2014 5 $ 26.70 239,206 79.9% 100.0% 75.0% 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-187 8260 Greensboro Drive <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 - ---------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- -------------- DDL Omni Engineering ............. NR/NR/NR 28,789 17.9% $ 19.51 $ 561,793 16.9% November 2011 Red Hat .......................... NR/B/NR 16,950 10.5 $ 25.00 423,750 12.8 August 2010 Vitalspring Technology ........... NR/NR/NR 13,653 8.5 $ 24.00 327,672 9.9 March 2007 F5 Networks, Inc. ................ NR/NR/NR 12,122 7.5 $ 34.20 414,572 12.5 March 2007 Tyson's Corner Childrens ......... NR/NR/NR 8,219 5.1 $ 23.24 191,050 5.8 May 2016 Non-major tenants . .............. 59,179 36.7 $ 23.62 1,397,743 42.1 Vacant ........................... 22,167 13.8 0 0.0 ------ ----- ----------- ----- TOTAL ............................ 161,079 100.0% $ 3,316,580 100.0% ======= ===== =========== ===== </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 4 $ 25.62 8,623 5.4% 5.4% 6.7% 6.7% 2006 2 $ 39.78 2,833 1.8% 7.1% 3.4% 10.1% 2007 9 $ 26.15 41,846 26.0% 33.1% 33.0% 43.1% 2008 3 $ 21.91 4,089 2.5% 35.6% 2.7% 45.8% 2009 6 $ 23.49 19,727 12.2% 47.9% 14.0% 59.7% 2010 2 $ 23.51 24,786 15.4% 63.3% 17.6% 77.3% 2011 3 $ 19.51 28,789 17.9% 81.1% 16.9% 94.2% 2012 0 $ 0.00 0 0.0% 81.1% 0.0% 94.2% 2013 0 $ 0.00 0 0.0% 81.1% 0.0% 94.2% 2014 0 $ 0.00 0 0.0% 81.1% 0.0% 94.2% 2015 0 $ 0.00 0 0.0% 81.1% 0.0% 94.2% Thereafter 2 $ 23.24 8,219 5.1% 86.2% 5.8% 100.0% Vacant 0 NA 22,167 13.8% 100.0% 0.0% 100.0% </TABLE> * Calculated based on the approximate square footage occupied by each tenant. S-188 THE LOAN. The Mortgage Loan (the "Prentiss Pool Loan") is secured by a first deed of trust encumbering two office buildings located in McLean, Virginia. The Prentiss Pool Loan represents approximately 2.7% of the Cut-Off Date Pool Balance. The Prentiss Pool Loan was originated on July 14, 2005, and has a principal balance as of the Cut-Off Date of $100,000,000. The Prentiss Pool Loan provides for interest-only payments for the first 36 months of its term, and thereafter, fixed monthly payments of principal and interest. The Prentiss Pool Loan has a remaining term of 120 months and matures on August 10, 2015. The Prentiss Pool Loan may be prepaid on or after June 10, 2015, and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWERS. The borrowers are Prentiss Properties International Drive, L.P. and Prentiss Properties Greensboro, L.P., each a special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Prentiss Pool Loan. The sponsor of the borrowers is Prentiss Properties, a full service real estate company, founded in 1987, with in-house expertise in areas such as acquisitions, development, facilities management, property management and leasing. Prentiss Properties owns interests in a total of 133 office and industrial properties with approximately 18.4 million net rentable square feet, of which the Washington DC area represents approximately 27.6%. THE PROPERTIES. The Prentiss Pool Loan consists of two adjacent properties, located in McLean, Virginia, within the Washington, DC metropolitan statistical area. The Mortgaged Property located at 1676 International Drive ("1676 International Drive") is an approximately 299,413 square foot office building situated on approximately 4.4 acres. The Mortgaged Property was constructed in 1998. As of July 1, 2005, the occupancy rate for 1676 International Drive was 100.0%, The largest tenant at 1676 International Drive is BearingPoint, Inc. ("BearingPoint"), occupying approximately 239,206 square feet, or approximately 79.9% of the net rentable area. BearingPoint, formerly known as KPMG Consulting, provides business consulting, systems integration and managed services to Global 2000 companies, medium-sized businesses, and government organizations. KPMG International, one of the Big 4 accounting firms, and the former corporate parent of BearingPoint, is the guarantor on the BearingPoint lease. The BearingPoint lease expires in September 2014. The second largest tenant is Pillsbury Winthrop Shaw Pittman LLP ("Pillsbury"), occupying approximately 25,602 square feet, or approximately 8.6% of the net rentable area. Pillsbury is a global law firm that provides representation to corporations, government entities, emerging growth companies and other organizations. The Pillsbury lease expires in June 2009. The third largest tenant is Davis, Carter, Scott, occupying approximately 17,673 square feet, or approximately 5.9% of the net rentable area. Davis, Carter, Scott is a full-service architectural and interior architectural firm serving local and national clientele including large and small corporations, law firms, major hotel chains, regional governments, associations, and property developers. The Davis, Carter, Scott lease expires in March 2009. The Mortgaged Property located at 8260 Greensboro Drive ("8260 Greensboro Drive") is an approximately 161,079 square foot office building situated on approximately 2.0 acres. The Mortgaged Property was constructed in 1980 and renovated in 2003. As of July 1, 2005, the occupancy rate for 8260 Greensboro Drive was approximately 86.2%. The largest tenant is DDL Omni Engineering ("DDL Omni"), occupying approximately 28,789 square feet, or approximately 17.9% of the net rentable area. DDL Omni provides engineering, information technology, planning and training, war-gaming, integrated logistic support, test and evaluation, and environmental services to a wide variety of government and commercial clients. The DDL Omni lease expires in November 2011. The second largest tenant is Red Hat. Red Hat occupies 16,950 square feet, or approximately 10.5% of the net rentable area. Red Hat is a leading platform for open source computing, and is certified by recognized enterprise hardware and software vendors. The Red Hat Lease expires in August 2010. The third largest tenant is Vitalspring Technology ("Vitalspring"), occupying approximately 13,653 square feet, or approximately 8.5% of the net rentable area. Vitalspring is an enterprise software company which provides business performance solutions that enable large, self-insured corporations and government agencies to better manage and control healthcare benefits costs. The Vitalspring lease expires in March 2007. LOCKBOX ACCOUNT. At any time during the term of the Prentiss Pool Loan, upon the occurrence of an event of default under the loan documents, the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases will be directly deposited into a mortgagee-designated lockbox account. MANAGEMENT. Prentiss Properties Management, L.P. ("Prentiss"), an affiliate of the sponsor, is the property manager for the Mortgaged Properties securing the Prentiss Pool Loan. Prentiss manages approximately 28 million square feet of office and industrial properties owned by Prentiss Properties Trust and its affiliates, as well as third parties. S-189 1701 North Fort Myer <TABLE> - ------------------------------------------------------------------------------------ LOAN INFORMATION - ------------------------------------------------------------------------------------ MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $86,500,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.4% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Beacon Capital Strategic Partners III, L.P. TYPE OF SECURITY Fee MORTGAGE RATE 4.970% MATURITY DATE July 11, 2010 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 60 ORIGINAL TERM / AMORTIZATION 60 / IO REMAINING TERM / AMORTIZATION 59 / IO LOCKBOX Yes UP-FRONT RESERVES TI/LC(1) $ 2,577,690 ONGOING MONTHLY RESERVES TAX/INSURANCE Springing REPLACEMENT Springing ADDITIONAL FINANCING(2) None CUT-OFF DATE BALANCE $86,500,000 CUT-OFF DATE BALANCE/SF $308 CUT-OFF DATE LTV 75.9% MATURITY DATE LTV 75.9% UW DSCR ON NCF 1.54x - ------------------------------------------------------------------------------------ </TABLE> (1) Equal to the aggregate outstanding TI and rent abatements owed to the tenant. (2) Future mezzanine debt permitted. <TABLE> - ------------------------------------------------------------------------------------ PROPERTY INFORMATION - ------------------------------------------------------------------------------------ NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Arlington, VA PROPERTY TYPE Office -- Suburban SIZE (SF) 280,431 OCCUPANCY AS OF JUNE 13, 2005 100.0% YEAR BUILT / YEAR RENOVATED 1970 / 2003 APPRAISED VALUE $114,000,000 PROPERTY MANAGEMENT Rosslyn Manager LLC UW ECONOMIC OCCUPANCY 96.0% UW REVENUES $9,535,512 UW TOTAL EXPENSES $2,401,333 UW NET OPERATING INCOME (NOI) $7,134,179 UW NET CASH FLOW (NCF) $6,635,634 - ------------------------------------------------------------------------------------ </TABLE> S-190 <TABLE> TENANT SUMMARY NET % OF NET DATE OF RATINGS* RENTABLE RENTABLE ACTUAL % OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT ACTUAL RENT EXPIRATION - ---------------------------------- ------------------- ----------- ---------- ---------- ------------- ------------- ----------- GSA (Secretary of State) ......... Aaa/AAA/AAA 280,259 99.9% $ 33.15 $ 9,291,297 99.9% June 2014 MCI .............................. B2/B+/B 172 0.1 $ 44.65 7,679 0.1 MTM Vacant . ......................... 0 0.0 0 0.0 ------- ----- ----------- ----- TOTAL ............................ 280,431 100.0% $ 9,298,976 100.0% ======= ===== =========== ===== </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 1 $ 44.65 172 0.1% 0.1% 0.1% 0.1% 2006 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2007 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2008 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2009 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2010 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2011 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2012 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2013 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2014 1 $ 33.15 280,259 99.9% 100.0% 99.9% 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-191 THE LOAN. The Mortgage Loan (the "1701 North Fort Myer Loan") is secured by a first mortgage encumbering an office building located in Arlington, Virginia. The 1701 North Fort Myer Loan represents approximately 2.4% of the Cut-Off Date Pool Balance. The 1701 North Fort Myer Loan was originated on June 13, 2005, and has a principal balance as of the Cut-Off Date of $86,500,000. The 1701 North Fort Myer Loan provides for interest-only payments for the entire term. The 1701 North Fort Myer Loan has a remaining term of 59 months and matures on July 11, 2010. The 1701 North Fort Myer Loan may be prepaid with the payment of a yield maintenance charge prior to April 11, 2010, and may be prepaid without the payment of a yield maintenance charge on or after April 11, 2010. THE BORROWERS. The borrowers are Lynn Estates Property Associates, LLC and Berkley Property Associates, LLC, each a special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the 1701 North Fort Myer Loan. The sponsor is Beacon Capital Strategic Partners III, L.P., an office-focused private equity fund, with over $1 billion of committed equity capital. THE PROPERTY. The Mortgaged Property is an approximately 280,431 square foot office building situated on approximately 1.4 acres. The Mortgaged Property was constructed in 1970 and renovated in 2003. The Mortgaged Property is located in Arlington, Virginia, within the Washington, DC-MD-VA-WV metropolitan statistical area. As of June 13, 2005, the occupancy rate for the Mortgaged Property securing the 1701 North Fort Myer Loan was approximately 100.0%. The largest tenant is the General Services Administration ("GSA"), occupying approximately 280,259 square feet, or approximately 99.9% of the net rentable area. The GSA secures the buildings, products, services, technology and other workplace essentials for the federal government, with the space in this building being occupied by the Secretary of the State. As of July 15, 2005, the GSA was rated "Aaa" (Moody's), "AAA" (S&P) and "AAA" (Fitch). The GSA lease expires in June 2014. The other tenant is MCI, Inc. ("MCI"), occupying approximately 172 square feet, or approximately 0.1% of the net rentable area. MCI, formerly known as WorldCom, is a global communications company. As of July 15, 2005, MCI was rated "B2" (Moody's), "B+" (S&P) and "B" (Fitch). The MCI lease is on a month-to-month basis. LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lockbox account. MANAGEMENT. Rosslyn Manager LLC is the property manager for the Mortgaged Property securing the 1701 North Fort Myer Loan. S-192 The Forum at Carlsbad <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $85,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Stanley E. Thomas TYPE OF SECURITY Fee MORTGAGE RATE 4.810% MATURITY DATE July 11, 2015 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 120 ORIGINAL TERM / AMORTIZATION 120 / IO REMAINING TERM / AMORTIZATION 119 / IO LOCKBOX None ADDITIONAL FINANCING* None CUT-OFF DATE BALANCE $85,000,000 CUT-OFF DATE BALANCE/SF $322 CUT-OFF DATE LTV 68.8% MATURITY DATE LTV 68.8% UW DSCR ON NCF 1.72x - -------------------------------------------------------------------------------- </TABLE> * Future secured debt permitted. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Carlsbad, CA PROPERTY TYPE Retail -- Anchored SIZE (SF) 264,199 OCCUPANCY AS OF MAY 25, 2005 100.0% YEAR BUILT / YEAR RENOVATED 2003 / NA APPRAISED VALUE $123,500,000 PROPERTY MANAGEMENT Thomas Enterprises, Inc. UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $9,373,283 UW TOTAL EXPENSES $2,198,021 UW NET OPERATING INCOME (NOI) $7,175,261 UW NET CASH FLOW (NCF) $7,027,198 - -------------------------------------------------------------------------------- </TABLE> S-193 <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 - ---------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- -------------- Bed, Bath & Beyond ......... NR/BBB/NR 28,000 10.8% $ 23.00 $ 644,000 8.3% January 2014 Borders .................... NR/NR/NR 23,000 8.9 $ 18.00 414,000 5.4 November 2018 Jimbo's Naturally .......... NR/NR/NR 18,000 6.9 $ 20.00 360,000 4.7 December 2018 Anthropologie .............. NR/NR/NR 10,790 4.2 $ 29.36 316,837 4.1 January 2016 Ulta ....................... NR/NR/NR 10,666 4.1 $ 30.00 319,980 4.1 August 2014 Non-major tenants .......... 168,743 65.1 $ 33.60 5,669,510 73.4 Vacant ..................... 0 0.0 0 0.0 ------- ----- ----------- ----- TOTAL ...................... 259,199 100.0% $ 7,724,327 100.0% ======= ===== =========== ===== </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 % 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 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 1 $ 36.00 6,786 2.6% 2.6% 3.2% 3.2% 2009 4 $ 35.88 6,155 2.4% 5.0% 2.9% 6.0% 2010 8 $ 34.56 27,065 10.4% 15.4% 12.1% 18.1% 2011 13 $ 36.90 26,594 10.3% 25.7% 12.7% 30.8% 2012 4 $ 36.00 12,320 4.8% 30.4% 5.7% 36.6% 2013 2 $ 32.43 10,080 3.9% 34.3% 4.2% 40.8% 2014 13 $ 28.52 95,321 36.8% 71.1% 35.2% 76.0% 2015 4 $ 33.01 17,088 6.6% 77.7% 7.3% 83.3% Thereafter 5 $ 22.30 57,790 22.3% 100.0% 16.7% 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-194 1101 Wilson <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $84,500,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Beacon Capital Strategic Partners III, L.P. TYPE OF SECURITY Fee MORTGAGE RATE 4.970% MATURITY DATE July 11, 2010 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 60 ORIGINAL TERM / AMORTIZATION 60 / IO REMAINING TERM / AMORTIZATION 59 / IO LOCKBOX Yes UP-FRONT RESERVES TI/LC $3,285,000 LA FITNESS(1) $1,370,859 ONGOING MONTHLY RESERVES TAX/INSURANCE Springing REPLACEMENT Springing ADDITIONAL FINANCING(2) None CUT-OFF DATE BALANCE $84,500,000 CUT-OFF DATE BALANCE/SF $255 CUT-OFF DATE LTV 69.8% MATURITY DATE LTV 69.8% UW DSCR ON NCF 1.46x - -------------------------------------------------------------------------------- </TABLE> (1) Equal to one year of rent for LA Fitness, who signed a letter of intent for a 15-year lease for approximately 47,000 SF. Funds from this escrow will flow through the waterfall for the first year of the loan term, or until the lease is executed and the tenant is in occupancy and paying rent. (2) Future mezzanine debt permitted. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Arlington, VA PROPERTY TYPE Office -- Suburban SIZE (SF) 331,304 OCCUPANCY AS OF MAY 15, 2005 78.0% YEAR BUILT / YEAR RENOVATED 1965 / 2002 APPRAISED VALUE $121,000,000 PROPERTY MANAGEMENT Rosslyn Manager LLC UW ECONOMIC OCCUPANCY 78.3% UW REVENUES $10,102,259 UW TOTAL EXPENSES $3,920,564 UW NET OPERATING INCOME (NOI) $6,181,695 UW NET CASH FLOW (NCF) $6,115,434 - -------------------------------------------------------------------------------- </TABLE> S-195 <TABLE> TENANT SUMMARY - ---------------------------------------------------------------------------------- % OF NET RATINGS(1) NET RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------ ------------------- -------------- ---------- Freedom Forum ...................... NR/NR/NR 96,580 29.2% General Services Administration .... Aaa/AAA/AAA 50,779 15.3 NatureServe ........................ NR/NR/NR 25,961 7.8 Health Communications .............. NR/NR/NR 17,665 5.3 TASC (The Analytic Sciences Corp) .. NR/NR/NR 17,665 5.3 Non-major tenants .................. 49,916 15.1 Vacant ............................. 72,738 22.0 ------- ----- TOTAL .............................. 331,304 100.0% ======= ===== % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------ ---------- ------------- ---------- ------------------- Freedom Forum ...................... $ 29.00 $ 2,800,828 34.7% Multiple Spaces(2) General Services Administration .... $ 28.40 1,441,904 17.9 Multiple Spaces(3) NatureServe ........................ $ 35.20 913,896 11.3 June 2006 Health Communications .............. $ 34.62 611,572 7.6 July 2006 TASC (The Analytic Sciences Corp) .. $ 35.00 618,264 7.7 July 2007 Non-major tenants .................. $ 33.65 1,679,702 20.8 Vacant ............................. 0 0.0 ----------- ----- TOTAL .............................. $ 8,066,166 100.0% =========== ===== </TABLE> (1) Certain ratings are those of the parent company whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, approximately 8,255 SF expire in June 2007 and approximately 88,325 SF expire in June 2009. (3) Under the terms of multiple leases, approximately 3,698 SF expire in October 2006, approximately 20,762 SF expire in February 2007, approximately 12,093 SF expire in June 2010 and approximately 14,226 SF expire in June 2013. <TABLE> LEASE EXPIRATION SCHEDULE - -------------------------------------------------------------------------------------------------- CUMULATIVE # OF WA BASE % OF CUMULATIVE % OF % OF LEASES RENT/SF TOTAL SF TOTAL SF % OF SF ACTUAL RENT ACTUAL RENT YEAR ROLLING ROLLING ROLLING ROLLING* ROLLING* ROLLING* ROLLING* - -------------- --------- ----------- ---------- ---------- ------------ ------------- ------------ 2005 4 $ 16.19 2,600 0.8% 0.8% 0.5% 0.5% 2006 4 $ 34.36 57,898 17.5% 18.3% 24.7% 25.2% 2007 3 $ 28.85 46,682 14.1% 32.4% 16.7% 41.9% 2008 0 $ 0.00 0 0.0% 32.4% 0.0% 41.9% 2009 3 $ 30.53 97,974 29.6% 61.9% 37.1% 79.0% 2010 3 $ 31.98 36,658 11.1% 73.0% 14.5% 93.5% 2011 0 $ 0.00 0 0.0% 73.0% 0.0% 93.5% 2012 1 $ 31.20 953 0.3% 73.3% 0.4% 93.9% 2013 1 $ 30.06 14,226 4.3% 77.6% 5.3% 99.2% 2014 0 $ 0.00 0 0.0% 77.6% 0.0% 99.2% 2015 1 $ 43.05 1,575 0.5% 78.0% 0.8% 100.0% Thereafter 0 $ 0.00 0 0.0% 78.0% 0.0% 100.0% Vacant 0 NA 72,738 22.0% 100.0% 0.0% 100.0% </TABLE> * Calculated based on the approximate square footage occupied by each tenant. S-196 Marriott-Los Angeles, CA <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $82,600,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR DiamondRock Hospitality Limited Partnership and Bloodstone TRS, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 5.300% MATURITY DATE July 11, 2015 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 120 ORIGINAL TERM / AMORTIZATION 120 / IO REMAINING TERM / AMORTIZATION 119 / IO LOCKBOX Springing UP-FRONT RESERVES(1) FF&E $7,896,568 MONTHLY RESERVES(2) TAX / INSURANCE Springing FF&E 4% of gross revenues ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $82,600,000 CUT-OFF DATE BALANCE/ROOM $82,271 CUT-OFF DATE LTV 63.4% MATURITY DATE LTV 63.4% UW DSCR ON NCF 2.74x - -------------------------------------------------------------------------------- </TABLE> (1) Pursuant to the terms of the management agreement, the borrower has granted to the mortgagee a security interest in all of the borrower's interest in the amounts on deposit with the property manager. (2) Ongoing tax, insurance and FF&E reserves are collected and held by the property manager, pursuant to the management agreement. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Los Angeles, CA PROPERTY TYPE Hospitality -- Full Service SIZE (ROOMS) 1,004 OCCUPANCY AS OF APRIL 30, 2005 79.4% YEAR BUILT / YEAR RENOVATED 1973 / 1999 APPRAISED VALUE $130,300,000 PROPERTY MANAGEMENT Marriott Hotel Services, Inc. UW ECONOMIC OCCUPANCY 79.0% UW REVENUES $51,627,650 UW TOTAL EXPENSES $37,570,914 UW NET OPERATING INCOME (NOI) $14,056,737 UW NET CASH FLOW (NCF) $11,991,631 - -------------------------------------------------------------------------------- </TABLE> S-197 <TABLE> TENANT SUMMARY GUESTROOM MIX NO. OF ROOMS - --------------------------------- ------------- King .......................... 537 Double Double ................. 445 Suites ........................ 22 ------ TOTAL ......................... 1004 ====== MEETING/BANQUET ROOMS SQUARE FEET - ---------------------------------- ------------- Marquis Ballroom .............. 12,350 Imperial Ballroom ............. 10,575 Hall of Cities ................ 12,875 Capriccio Hall ................ 4,550 Executive Suites .............. 2,500 California Suites ............. 2,400 Boardroom ..................... 350 Outdoor Meeting Space ......... 10,400 ------ TOTAL ......................... 56,000 ====== FOOD AND BEVERAGE SEATING - ---------------------------------- ------ JW's Steakhouse ............... 105 Latitude 33 ................... 280 Champions Sports Bar .......... 189 Starbucks Coffee .............. 0 ------ TOTAL ......................... 574 ====== </TABLE> <TABLE> FINANCIAL SCHEDULE Year .......................... 2004 - 2005 Latest Period ................. T12-4/30/05 Occupancy ..................... 79.4% ADR ........................... $97.33 REVPAR ........................ $77.28 UW Occupancy .................. 79.0% UW ADR ........................ $104.79 UW REVPAR ..................... $82.78 </TABLE> S-198 1400 Key & 1401 Wilson <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $67,100,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Beacon Capital Strategic Partners III, L.P. TYPE OF SECURITY Fee MORTGAGE RATE 4.970% MATURITY DATE July 11, 2010 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 60 ORIGINAL TERM / AMORTIZATION 60 / IO REMAINING TERM / AMORTIZATION 59 / IO LOCKBOX Yes ONGOING MONTHLY RESERVES TI/LC $29,931 TAX/INSURANCE Springing REPLACEMENT Springing ADDITIONAL FINANCING* None CUT-OFF DATE BALANCE $67,100,000 CUT-OFF DATE BALANCE/SF $187 CUT-OFF DATE LTV 69.2% MATURITY DATE LTV 69.2% UW DSCR ON NCF 1.83x - -------------------------------------------------------------------------------- </TABLE> * Future mezzanine debt permitted. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Arlington, VA PROPERTY TYPE Office -- Suburban SIZE (SF) 359,175 OCCUPANCY AS OF MAY 15, 2005 99.3% YEAR BUILT / YEAR RENOVATED 1964 / NA APPRAISED VALUE $97,000,000 PROPERTY MANAGEMENT Rosslyn Manager LLC UW ECONOMIC OCCUPANCY 96.0% UW REVENUES $10,174,929 UW TOTAL EXPENSES $3,511,783 UW NET OPERATING INCOME (NOI) $6,663,146 UW NET CASH FLOW (NCF) $6,116,876 - -------------------------------------------------------------------------------- </TABLE> S-199 <TABLE> TENANT SUMMARY - ------------------------------------------------------------------------------------ NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ----------------------------------------- ------------------- ----------- ---------- General Services Administration ......... Aaa/AAA/AAA 202,861 56.5% Veridian ................................ A2/A/A 65,916 18.4 Gold's Gym Inc. ......................... NR/NR/NR 17,225 4.8 Computer Science Corp ................... A3/A/A 14,508 4.0 Information Technology Assoc ............ NR/NR/NR 14,508 4.0 Non-major tenants ....................... 41,718 11.6 Vacant .................................. 2,439 0.7 ------- ----- TOTAL ................................... 359,175 100.0% ======= ===== % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------------------- ---------- ------------- ---------- ------------------- General Services Administration ......... $ 26.77 $ 5,431,250 56.6% Multiple Spaces(2) Veridian ................................ $ 26.52 1,748,092 18.2 October 2008 Gold's Gym Inc. ......................... $ 18.36 316,251 3.3 September 2014 Computer Science Corp ................... $ 33.34 483,697 5.0 June 2006 Information Technology Assoc ............ $ 32.24 467,771 4.9 September 2010 Non-major tenants . ..................... $ 27.46 1,145,423 11.9 Vacant .................................. 0 0.0 ----------- ----- TOTAL ................................... $ 9,592,483 100.0% =========== ===== </TABLE> (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, approximately 2,548 SF expire in June 2006, approximately 10,543 SF expire in October 2008, approximately 29,016 SF expire in March 2009, approximately 25,976 SF expire in July 2009, approximately 47,156 SF expire in March 2010, approximately 5,389 SF expire in June 2010, approximately 75,609 SF expire in July 2010 and approximately 6,624 SF expire in March 2015. <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 $ 24.30 3,441 1.0% 1.0% 0.9% 0.9% 2006 3 $ 32.39 20,893 5.8% 6.8% 7.1% 7.9% 2007 2 $ 40.90 984 0.3% 7.0% 0.4% 8.3% 2008 7 $ 26.80 101,557 28.3% 35.3% 28.4% 36.7% 2009 2 $ 27.60 54,992 15.3% 50.6% 15.8% 52.5% 2010 8 $ 26.86 149,221 41.5% 92.2% 41.8% 94.3% 2011 0 $ 0.00 0 0.0% 92.2% 0.0% 94.3% 2012 0 $ 0.00 0 0.0% 92.2% 0.0% 94.3% 2013 0 $ 0.00 0 0.0% 92.2% 0.0% 94.3% 2014 1 $ 18.36 17,225 4.8% 97.0% 3.3% 97.6% 2015 2 $ 27.16 8,423 2.3% 99.3% 2.4% 100.0% Thereafter 0 $ 0.00 0 0.0% 99.3% 0.0% 100.0% Vacant 0 NA 2,439 0.7% 100.0% 0.0% 100.0% </TABLE> * Calculated based on the approximate square footage occupied by each tenant. S-200 Westfield San Francisco Centre <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $60,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Westfield America, Inc. TYPE OF SECURITY Leasehold MORTGAGE RATE 4.780% MATURITY DATE July 6, 2015 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 120 ORIGINAL TERM / AMORTIZATION 120 / IO REMAINING TERM / AMORTIZATION 119 / IO LOCKBOX Yes SHADOW RATING (MOODY'S/S&P/FITCH)(1) Baa2/AA-/BBB+ ONGOING MONTHLY RESERVES TAX/INSURANCE Springing REPLACEMENT/ROLLOVER Springing ADDITIONAL FINANCING(2) Pari Passu Debt $60,000,000 PARI PASSU NOTES(3) ------------------- CUT-OFF DATE BALANCE $120,000,000 CUT-OFF DATE BALANCE/SF $241 CUT-OFF DATE LTV 53.1% MATURITY DATE LTV 53.1% UW DSCR ON NCF 2.47x - -------------------------------------------------------------------------------- </TABLE> (1) Moody's, S&P and Fitch have confirmed that the Westfield San Francisco Centre Loan has, in the context of its inclusion in the trust, credit characteristics consistent with an investment grade obligation. (2) Future unsecured debt permitted. (3) LTV ratios, DSC ratio and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the Westfield San Francisco Centre Loan and the Westfield San Francisco Centre Pari Passu Companion Loan. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION San Francisco, CA PROPERTY TYPE Retail -- Anchored SIZE (SF) 498,103 OCCUPANCY AS OF JUNE 15, 2005 99.3% YEAR BUILT / YEAR RENOVATED 1988 / NA APPRAISED VALUE $226,000,000 PROPERTY MANAGEMENT Westfield Corporation, Inc. UW ECONOMIC OCCUPANCY 98.0% UW REVENUES $22,908,428 UW TOTAL EXPENSES $8,629,716 UW NET OPERATING INCOME (NOI) $14,278,713 UW NET CASH FLOW (NCF) $14,155,652 - -------------------------------------------------------------------------------- </TABLE> S-201 <TABLE> TENANT SUMMARY NET % OF NET RATINGS* RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ----------------------------------- ------------------- ----------- ---------- ANCHOR TENANTS -- COLLATERAL Nordstrom ......................... Baa1/A-/A- 312,000 62.6% ------- ----- TOTAL ANCHOR OWNED ............... 312,000 62.6% ======= ===== TOP 5 IN-LINE TENANTS Abercrombie & Fitch ............... NR/NR/NR 24,515 4.9% Champs ............................ NR/NR/NR 11,793 2.4 American Eagle Outfitters ......... NR/NR/NR 8,415 1.7 J. Crew ........................... Caa2/B-/NR 8,415 1.7 Foot Locker ....................... Ba2/BB+/NR 7,059 1.4 ------- ----- TOTAL TOP 5 TENANTS .............. 60,197 12.1% ======= ===== NON-MAJOR TENANTS ................. 122,154 24.5 ------- ----- OCCUPIED COLLATERAL TOTAL ......... 494,351 99.2% ======= ===== VACANT SPACE ...................... 3,752 0.8 ------- ----- COLLATERAL TOTAL .................. 498,103 100.0% ======= ===== % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------------- ---------- --------------- ---------- -------------- ANCHOR TENANTS -- COLLATERAL Nordstrom ......................... $ 0.00 % Rent 0.0% October 2018 ----- TOTAL ANCHOR OWNED ............... 0.0% ===== TOP 5 IN-LINE TENANTS Abercrombie & Fitch ............... $ 77.49 $ 1,899,667 13.5% January 2007 Champs ............................ $ 0.00 % Rent 0.0 June 2006 American Eagle Outfitters ......... $ 120.00 1,009,800 7.2 November 2008 J. Crew ........................... $ 65.36 550,004 3.9 January 2006 Foot Locker ....................... $ 76.00 536,484 3.8 January 2009 ------------- ----- TOTAL TOP 5 TENANTS .............. $ 66.38 $ 3,995,956 28.4% ============= ===== NON-MAJOR TENANTS ................. $ 82.42 10,068,131 71.6 ------------- ----- OCCUPIED COLLATERAL TOTAL ......... $ 28.45 $ 14,064,086 100.0% ============= ===== VACANT SPACE ...................... COLLATERAL TOTAL .................. </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 LEASES RENT/SF TOTAL SF % OF TOTAL % OF % OF ACTUAL ACTUAL RENT YEAR ROLLING ROLLING ROLLING SF ROLLING(1) SF ROLLING(1) RENT ROLLING(1) ROLLING(1) - ----------------- ------------- ----------- ---------- --------------- --------------- ----------------- ------------ 2005 6 $ 81.63 4,199 0.8% 0.8% 2.4% 2.4% 2006(2) 11 $ 87.03 29,248 5.9% 6.7% 10.8% 13.2% 2007 1 $ 77.49 24,515 4.9% 11.6% 13.5% 26.7% 2008 4 $ 99.39 13,695 2.7% 14.4% 9.7% 36.4% 2009 7 $ 76.54 25,235 5.1% 19.5% 13.7% 50.2% 2010 15 $ 67.86 29,681 6.0% 25.4% 14.3% 64.5% 2011 6 $ 79.74 21,016 4.2% 29.6% 11.9% 76.4% 2012 12 $ 94.43 25,099 5.0% 34.7% 16.9% 93.2% 2013 2 $ 116.06 2,387 0.5% 35.1% 2.0% 95.2% 2014 2 $ 130.28 3,292 0.7% 35.8% 3.0% 98.3% 2015 1 $ 82.00 1,422 0.3% 36.1% 0.8% 99.1% Thereafter(3) 2 $ 50.00 314,562 63.2% 99.2% 0.9% 100.0% Vacant 0 NA 3,752 0.8% 100.0% 0.0% 100.0% </TABLE> (1) Calculated based on the approximate square footage occupied by each tenant. (2) The WA Base Rent/SF Rolling for 2006 does not include approximately 11,793 SF occupied by Champs and approximately 9 SF occupied by Innovus. These spaces are leased for a percentage of sales and therefore have not been reported. (3) The WA Base Rent/SF Rolling for leases expiring beyond 2015 does not include approximately 312,000 SF occupied by Nordstrom. This space is leased for a percentage of store sales and therefore has not been reported. S-202 101 Avenue of the Americas <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $59,813,870 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Allen Silverman and Edward J. Minskoff Equities TYPE OF SECURITY Leasehold MORTGAGE RATE 5.3385% MATURITY DATE December 11, 2011 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD None ORIGINAL TERM / AMORTIZATION 79 / 360 REMAINING TERM / AMORTIZATION 76 / 357 LOCKBOX Yes SHADOW RATING (MOODY'S/S&P/FITCH)(1) Baa3/BBB-/BBB- UP-FRONT RESERVES TAX Yes ONGOING MONTHLY RESERVES TAX Yes TI/LC(2) Springing GROUND RENT(3) 1/12 of annual ground rent expense REPLACEMENT Springing ADDITIONAL FINANCING Pari Passu Debt $89,720,804 PARI PASSU NOTES(4) ------------------- CUT-OFF DATE BALANCE $149,534,674 CUT-OFF DATE BALANCE/SF $364 CUT-OFF DATE LTV 59.8% MATURITY DATE LTV 54.0% UW DSCR ON NCF 1.70x - -------------------------------------------------------------------------------- </TABLE> (1) Moody's, S&P and Fitch have confirmed that the 101 Avenue of the Americas Loan has, in the context of its inclusion in the trust, credit characteristics consistent with an investment grade obligation. (2) Escrowed monthly for the final 26 months of the loan term for the potential roll associated with the original lease expiration in December 2011. (3) One twelfth of annual ground rent, as estimated by mortgagee, to be collected monthly until February 2008, $100,478 in February 2008, followed by $645,000 per month until $12,355,478 is on deposit for payment of special additional rent due under the terms of the ground lease. (4) LTV Ratios, DSC Ratio and Cut-Off Balance/SF were derived based on the aggregate indebtedness of the 101 Avenue of the Americas Loan and the 101 Avenue of the Americas Pari Passu Companion Loan. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION New York, NY PROPERTY TYPE Office -- CBD SIZE (SF) 411,097 OCCUPANCY AS OF APRIL 15, 2005 100.0% YEAR BUILT / YEAR RENOVATED 1990 / NA APPRAISED VALUE $250,000,000 PROPERTY MANAGEMENT Tenant managed UW ECONOMIC OCCUPANCY 100.0% UW REVENUES $17,076,249 UW TOTAL EXPENSES $0 UW NET OPERATING INCOME (NOI) $17,076,249 UW NET CASH FLOW (NCF) $17,076,249 - -------------------------------------------------------------------------------- </TABLE> S-203 <TABLE> TENANT SUMMARY - ----------------------------------------------------------------------------------- NET % OF NET RATINGS RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ---------------------------------------- ------------------- ----------- ---------- Building Service Local 32B-32J ......... NR/NR/NR 411,097 100.0% Vacant ................................. 0 0.0 ------- ----- TOTAL .................................. 411,097 100.0% ======= ===== ACTUAL % OF DATE OF RENT ACTUAL LEASE TENANT PSF ACTUAL RENT RENT EXPIRATION - ---------------------------------------- ----------- --------------- ----------- -------------- Building Service Local 32B-32J ......... $ 41.54 $ 17,076,249 100.0% December 2011 Vacant ................................. 0 0.0 ------------ ----- TOTAL .................................. $ 17,076,249 100.0% ============ ===== </TABLE> <TABLE> LEASE EXPIRATION SCHEDULE % OF CUMULATIVE WA BASE CUMULATIVE ACTUAL % OF ACTUAL # OF LEASES RENT/SF TOTAL SF % OF TOTAL 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 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2011 1 $ 41.54 411,097 100.0% 100.0% 100.0% 100.0% 2012 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0% 2013 0 $ 0.00 0 0.0% 100.0% 0.0% 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-204 Renaissance Worthington Hotel <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $57,400,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR DiamondRock Hospitality Company TYPE OF SECURITY Both MORTGAGE RATE 5.400% MATURITY DATE July 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 48 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 119 / 360 LOCKBOX Springing UP-FRONT RESERVES(1) FF&E $873,552 GROUND RENT $3,051 ONGOING MONTHLY RESERVES(2) TAX/INSURANCE Springing GROUND RENT 1/12 of the annual ground rent expense FF&E 4% of previous month's gross revenues ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $57,400,000 CUT-OFF DATE BALANCE/ROOM $113,889 CUT-OFF DATE LTV 70.0% MATURITY DATE LTV 63.8% UW DSCR ON NCF 1.67x - -------------------------------------------------------------------------------- </TABLE> (1) Pursuant to the terms of the management agreement, borrower has granted to the mortgagee a security interest in all of borrower's interest in the amounts on deposit with the property manager. (2) Ongoing tax, insurance and FF&E reserves are collected and held by the property manager, pursuant to the management agreement. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Fort Worth, TX PROPERTY TYPE Hospitality -- Full Service SIZE (ROOMS) 504 OCCUPANCY AS OF APRIL 30, 2005 73.0% YEAR BUILT / YEAR RENOVATED 1981 / 2004 APPRAISED VALUE $82,000,000 PROPERTY MANAGEMENT Renaissance Hotel Management Company, LLC UW ECONOMIC OCCUPANCY 74.5% UW REVENUES $34,485,791 UW TOTAL EXPENSES $26,637,278 UW NET OPERATING INCOME (NOI) $7,848,513 UW NET CASH FLOW (NCF) $6,469,082 - -------------------------------------------------------------------------------- </TABLE> S-205 <TABLE> RENAISSANCE WORTHINGTON HOTEL GUESTROOM MIX NO. OF ROOMS - ---------------------------------- ------------- King ........................... 162 Double Double .................. 302 Studio Suite ................... 2 Hospitality Suite .............. 3 Murphy Bed Parlors ............. 10 One Bedroom Suite .............. 25 ------ TOTAL .......................... 504 ====== MEETING/BANQUET ROOMS SQUARE FEET - ---------------------------------- ------------- Trinity Ballroom ............... 5,452 Elm Fork Rooms ................. 1,936 West Fork Rooms ................ 1,936 Trinity Central ................ 1,269 Rio Grande Room ................ 12,600 Grand Ballroom ................. 10,530 Pecos Rooms .................... 4,290 Brazos Rooms ................... 4,446 Terrace ........................ 11,288 Bur Oak ........................ 864 Post Oak ....................... 864 Red Oak ........................ 368 Charter Oak Board Room ......... 450 Treaty Oak Board Room .......... 667 Live Oak Rooms ................. 2,280 ------ TOTAL .......................... 59,240 ====== FOOD AND BEVERAGE SEATING - ---------------------------------- ------ Chisholm Club .................. 233 Kalamatas ...................... 120 Kalamatas Lounge ............... 80 Room Service ................... 0 ------ TOTAL .......................... 433 ====== </TABLE> <TABLE> FINANCIAL SCHEDULE Year .......................... 2004 - 2005 Latest Period ................. T12-4/30/05 Occupancy ..................... 73.0% ADR ........................... $142.31 REVPAR ........................ $103.83 UW Occupancy .................. 74.5% UW ADR ........................ $148.33 UW REVPAR ..................... $110.51 </TABLE> S-206 1501 & 1515 Wilson <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $48,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Beacon Capital Strategic Partners III, L.P. TYPE OF SECURITY Fee MORTGAGE RATE 4.970% MATURITY DATE July 11, 2010 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 60 ORIGINAL TERM / AMORTIZATION 60 / IO REMAINING TERM / AMORTIZATION 59 / IO LOCKBOX Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Springing REPLACEMENT Springing ADDITIONAL FINANCING* None CUT-OFF DATE BALANCE $48,000,000 CUT-OFF DATE BALANCE/SF $197 CUT-OFF DATE LTV 73.8% MATURITY DATE LTV 73.8% UW DSCR ON NCF 1.60x - -------------------------------------------------------------------------------- </TABLE> * Future mezzanine debt permitted. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Arlington, VA PROPERTY TYPE Office -- Suburban SIZE (SF) 243,225 OCCUPANCY AS OF JUNE 13, 2005 100.0% YEAR BUILT / YEAR RENOVATED 1967 / NA APPRAISED VALUE $65,000,000 PROPERTY MANAGEMENT Rosslyn Manager LLC UW ECONOMIC OCCUPANCY 96.3% UW REVENUES $6,744,374 UW TOTAL EXPENSES $2,625,194 UW NET OPERATING INCOME (NOI) $4,119,180 UW NET CASH FLOW (NCF) $3,815,352 - -------------------------------------------------------------------------------- </TABLE> S-207 <TABLE> TENANT SUMMARY - --------------------------------------------------------------------------------------- NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - -------------------------------------------- ------------------- ----------- ---------- General Services Administration ............ Aaa/AAA/AAA 72,798 29.9% Advanced Management Technology Incorporated NR/NR/NR 41,841 17.2 Kastle Systems, Inc. ....................... NR/NR/NR 40,162 16.5 Professional Risk Management Services, Inc. NR/NR/NR 13,176 5.4 LCG, Inc. .................................. NR/NR/NR 12,469 5.1 Non-major tenants .......................... 62,779 25.8 Vacant ..................................... 0 0.0 ------ ----- TOTAL ...................................... 243,225 100.0% ======= ===== % OF DATE OF ACTUAL ACTUAL LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------------------- ---------- ------------- ---------- ------------------- General Services Administration ............ $ 24.62 $ 1,792,411 28.0% Multiple Spaces(2) Advanced Management Technology Incorporated $ 26.38 1,103,796 17.2 Multiple Spaces(3) Kastle Systems, Inc. ....................... $ 26.74 1,073,836 16.8 December 2010 Professional Risk Management Services, Inc. $ 27.92 367,813 5.7 Multiple Spaces(4) LCG, Inc. .................................. $ 24.74 308,483 4.8 June 2010 Non-major tenants .......................... $ 27.96 1,755,314 27.4 Vacant ..................................... 0 0.0 ----------- ----- TOTAL ...................................... $ 6,401,653 100.0% =========== ===== </TABLE> (1) Certain ratings are those of the parent company whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, approximately 2,605 SF expire in April 2010, approximately 30,782 SF expire in March 2012 and approximately 39,411 SF expire in October 2013. (3) Under the terms of multiple leases, approximately 864 SF is MTM and approximately 40,977 SF expire in November 2015. (4) Under the terms of multiple leases, approximately 1,727 SF is MTM and approximately 11,449 SF expire in October 2009. <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 6 $ 19.82 5,966 2.5% 2.5% 1.8% 1.8% 2006 5 $ 33.78 15,415 6.3% 8.8% 8.1% 10.0% 2007 2 $ 23.48 12,071 5.0% 13.8% 4.4% 14.4% 2008 1 $ 30.42 1,455 0.6% 14.4% 0.7% 15.1% 2009 2 $ 28.29 23,226 9.5% 23.9% 10.3% 25.4% 2010 5 $ 26.07 55,236 22.7% 46.6% 22.5% 47.9% 2011 1 $ 30.98 7,533 3.1% 49.7% 3.6% 51.5% 2012 2 $ 28.73 37,347 15.4% 65.1% 16.8% 68.3% 2013 2 $ 20.88 42,499 17.5% 82.5% 13.9% 82.1% 2014 1 $ 34.55 1,500 0.6% 83.2% 0.8% 82.9% 2015 1 $ 26.65 40,977 16.8% 100.0% 17.1% 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-208 U-Haul Portfolio <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CWCapital CUT-OFF DATE BALANCE $44,937,023 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.2% NUMBER OF MORTGAGE LOANS(1) 6 LOAN PURPOSE Refinance SPONSOR Amerco Real Estate Company TYPE OF SECURITY Fee MORTGAGE RATE 5.520% MATURITY DATE July 1, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD None ORIGINAL TERM / AMORTIZATION 120 / 300 REMAINING TERM / AMORTIZATION 119 / 299 LOCKBOX Yes UP-FRONT RESERVES ENGINEERING $3,113,626 ENVIRONMENTAL $2,886,374 TAX/INSURANCE Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Yes(2) REPLACEMENT $42,963(3) ADDITIONAL FINANCING(4) Pari Passu Debt $194,727,099 Mezzanine Debt $50,000,000 PARI PASSU NOTES(5) ------------------- CUT-OFF DATE BALANCE $239,664,122 CUT-OFF DATE BALANCE/SF $70 CUT-OFF DATE LTV 74.0% MATURITY DATE LTV 56.6% UW DSCR ON NCF 1.42x - -------------------------------------------------------------------------------- </TABLE> (1) The U-Haul Portfolio is evidenced by 12 cross-collateralized and cross-defaulted promissory notes, 6 of which comprise the U-Haul Portfolio Loans and 6 of which comprise the U-Haul Portfolio Pari Passu Companion Loan. (2) Once capped amount of $2,104,380 is collected, monthly reserves are waived, provided that no event of default exists and specified DSC ratio is met. (3) Once capped amount of $515,561 is collected, monthly reserves are waived, provided no event of default exists and specified DSC ratio is met. (4) The Mortgage Loan documents permit future mezzanine debt, $20,000,000 of which is in process to be funded while additional advances, up to $30,000,000, are permitted at the mezzanine lender's sole discretion. (4) LTV Ratios, DSC Ratio and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the U-Haul Portfolio Loan and the U-Haul Portfolio Pari Passu Companion Loan. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 161 LOCATION Various PROPERTY TYPE Self Storage SIZE (SF) 3,416,349 OCCUPANCY AS OF MARCH 31, 2005 82.2% YEAR BUILT / YEAR RENOVATED Various APPRAISED VALUE $323,929,000 PROPERTY MANAGEMENT U-Haul International UW ECONOMIC OCCUPANCY 86.0% UW REVENUES $40,803,931 UW TOTAL EXPENSES $15,303,697 UW NET OPERATING INCOME (NOI) $25,500,234 UW NET CASH FLOW (NCF) $25,156,527 - -------------------------------------------------------------------------------- </TABLE> S-209 Evansville Pavilion <TABLE> - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $43,760,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Christopher P. White TYPE OF SECURITY Fee MORTGAGE RATE 5.090% MATURITY DATE June 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 36 ORIGINAL TERM / AMORTIZATION 118 / 360 REMAINING TERM / AMORTIZATION 118 / 360 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes OCCUPANCY(1) $1,767,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes ADDITIONAL FINANCING(2) None CUT-OFF DATE BALANCE $43,760,000 CUT-OFF DATE BALANCE/SF $160 CUT-OFF DATE LTV 80.0% MATURITY DATE LTV 71.2% UW DSCR ON NCF 1.21x - -------------------------------------------------------------------------------- </TABLE> (1) To be released when the property achieves (i) 1.20x DSCR and (ii) 95% economic occupancy from tenants in-place and paying rent. (2) Future mezzanine debt permitted. <TABLE> - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Evansville, IN PROPERTY TYPE Retail -- Anchored SIZE (SF) 273,997 OCCUPANCY AS OF MAY 20, 2005 97.1% YEAR BUILT / YEAR RENOVATED 2003 / NA APPRAISED VALUE $54,700,000 PROPERTY MANAGEMENT Premier Properties USA, Inc. UW ECONOMIC OCCUPANCY 95.5% UW REVENUES $4,540,700 UW TOTAL EXPENSES $931,288 UW NET OPERATING INCOME (NOI) $3,609,412 UW NET CASH FLOW (NCF) $3,447,424 - -------------------------------------------------------------------------------- </TABLE> S-210 <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 - ------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- -------------- Dick's Sporting Goods ......... NR/B+/NR 45,624 16.7% $ 11.50 $ 524,676 14.1% January 2018 TJ Maxx ....................... A3/A/NR 30,000 10.9 $ 8.75 262,500 7.0 August 2012 Linens N Things ............... NR/NR/NR 28,169 10.3 $ 11.93 336,056 9.0 January 2013 Babies R Us ................... Ba2/B+/BB 24,600 9.0 $ 4.78 117,588 3.2 January 2014 Borders ....................... NR/NR/NR 23,000 8.4 $ 16.10 370,300 9.9 January 2023 Non-major tenants ............. 114,644 41.8 $ 18.46 2,116,868 56.8 Vacant ........................ 7,960 2.9 0 0.0 ------- ----- ----------- ----- TOTAL ......................... 273,997 100.0% $ 3,727,988 100.0% ======= ===== =========== ===== </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 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 3 $ 18.94 10,438 3.8% 3.8% 5.3% 5.3% 2009 3 $ 18.88 6,409 2.3% 6.1% 3.2% 8.5% 2010 5 $ 22.90 12,727 4.6% 10.8% 7.8% 16.4% 2011 1 $ 21.00 4,400 1.6% 12.4% 2.5% 18.8% 2012 3 $ 11.26 40,807 14.9% 27.3% 12.3% 31.1% 2013 5 $ 16.37 54,347 19.8% 47.1% 23.9% 55.0% 2014 3 $ 9.52 50,955 18.6% 65.7% 13.0% 68.0% 2015 4 $ 17.22 17,330 6.3% 72.0% 8.0% 76.0% Thereafter 2 $ 13.04 68,624 25.0% 97.1% 24.0% 100.0% Vacant 0 NA 7,960 2.9% 100.0% 0.0% 100.0% </TABLE> * Calculated based on the approximate square footage occupied by each tenant. S-211 THE MORTGAGE LOAN SELLERS The Depositor will acquire the Mortgage Loans from the Mortgage Loan Sellers on or prior to the Closing Date pursuant to separate mortgage loan purchase agreements (each, a "Mortgage Loan Purchase Agreement" and together, the "Mortgage Loan Purchase Agreements"). The Mortgage Loan Sellers originated the Mortgage Loans as described above under "--Mortgage Loan History". One hundred thirty-five (135) of the Mortgage Loans (the "Wachovia Mortgage Loans"), representing 80.2% of the Cut-Off Date Pool Balance (115 Mortgage Loans in Loan Group 1 or 80.2% of the Cut-Off Date Group 1 Balance and 20 Mortgage Loans in Loan Group 2 or 80.2% of the Cut-Off Date Group 2 Balance) were originated by Wachovia Bank, National Association ("Wachovia"). Wachovia is a national banking association whose principal offices are located in Charlotte, North Carolina. Wachovia's business is subject to examination and regulation by federal banking authorities and its primary federal bank regulatory authority is the Office of the Comptroller of the Currency. Wachovia is a wholly-owned subsidiary of Wachovia Corporation, which, as of March 31, 2005, had total assets of approximately $455 billion. Wachovia is acting as the Master Servicer and is also the Class A-3FL Swap Counterparty and the Class A-MFL Swap Counterparty. Wachovia Capital Markets, LLC is acting as an Underwriter for this transaction and is an affiliate of Wachovia. Thirty-seven (37) of the Mortgage Loans (the "Artesia Mortgage Loans"), representing 11.1% of the Cut-Off Date Pool Balance (30 Mortgage Loans in Loan Group 1 or 10.9% of the Cut-Off Date Group 1 Balance and 7 Mortgage Loans in Loan Group 2 or 13.2% of the Cut-Off Date Group 2 Balance) were originated by Artesia Mortgage Capital Corporation ("Artesia"). Artesia is a Delaware corporation engaged in the business of originating and securitizing US commercial mortgage loans. Its principal offices are located in the Seattle suburb of Issaquah, Washington, Artesia is a wholly-owned subsidiary of Dexia Bank which is rated "AA+" by Fitch, "AA" by S&P and "Aa2" by Moody's. Dexia Bank is part of Dexia Group, a diversified financial services firm located in Brussels, Belgium with a balance sheet of 389 billion EUR ($527 billion) and a stock market capitalization of approximately 19 billion EUR ($26 billion) as of December 2004. Thirty-seven (37) of the Mortgage Loans (the "CWCapital Mortgage Loans"), representing 8.8% of the Cut-Off Date Pool Balance (33 Mortgage Loans in Loan Group 1 or 9.0% of the Cut-Off Date Group 1 Balance and 4 Mortgage Loans in Loan Group 2 or 6.6% of the Cut-Off Date Group 2 Balance) were originated or acquired by CWCapital LLC ("CWCapital"), a Massachusetts limited liability company, whose principal offices are located in New York, New York. CWCapital is an affiliate of CWCapital Asset Management LLC, which is the Special Servicer and Cadim TACH, inc., which is anticipated to be the initial holder of the controlling class. Wachovia has no obligation to repurchase or substitute any of the Artesia Mortgage Loans or the CWCapital Mortgage Loans. Artesia has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans or the CWCapital Mortgage Loans. CWCapital has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans or the Artesia Mortgage Loans. All information concerning the Wachovia Mortgage Loans contained in or used in the preparation of this prospectus supplement is as underwritten by Wachovia. All information concerning the Artesia Mortgage Loans contained in or used in the preparation of this prospectus supplement is as underwritten by Artesia Morgage Capital Corporation. All information concerning the CWCapital Mortgage Loans contained in or used in the preparation of this prospectus supplement is as underwritten by CWCapital LLC. UNDERWRITING STANDARDS General. Each Mortgage Loan Seller's commercial real estate finance or commercial mortgage banking group has the authority, with the approval from the appropriate credit committee, to originate fixed-rate, first lien mortgage loans for securitization. Each Mortgage Loan Seller's commercial real estate finance or commercial mortgage banking operation is staffed by real estate professionals. Each Mortgage Loan Seller's loan underwriting group is an integral component of the commercial real estate finance or commercial mortgage banking group which also includes groups responsible for loan origination and closing mortgage loans. S-212 Upon receipt of a loan application, the respective Mortgage Loan Seller's loan underwriters commence an extensive review of the borrower's financial condition and creditworthiness and the real estate which will secure the loan. Loan Analysis. Generally, each Mortgage Loan Seller performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan. In general, credit analysis of the borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower. Each Mortgage Loan Seller typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities although they are generally not required to be structured to limit the possibility of becoming insolvent or bankrupt. The collateral analysis typically includes an analysis of the historical property operating statements, rent rolls, operating budgets, a projection of future performance, if applicable, and a review of tenant leases. Each Mortgage Loan Seller generally requires third party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a staff member of the applicable Mortgage Loan Seller or a third-party consultant for compliance with program standards. Generally, the results of these reviews are incorporated into the underwriting report. In some instances, one or more provisions of the guidelines were waived or modified by the related Mortgage Loan Seller where it was determined not to adversely affect the related Mortgage Loans originated by it in any material respect. Loan Approval. Prior to commitment, all Mortgage Loans must be approved by the applicable Mortgage Loan Seller's credit committee in accordance with its credit policies. Debt Service Coverage Ratio and LTV Ratio. Each Mortgage Loan Seller's underwriting standards generally mandate minimum debt service coverage ratios and maximum loan-to-value ratios. The debt service coverage ratio guidelines are generally calculated based on net cash flow at the time of origination. In addition, each Mortgage Loan Seller's underwriting guidelines generally permit a maximum amortization period of 30 years and, with respect to loans with interest only periods, a maximum amortization period of 30 years following the interest only period. However, notwithstanding such guidelines, in certain circumstances the actual debt service coverage ratios, loan-to-value ratios and amortization periods for the Mortgage Loans originated by such Mortgage Loan Seller may vary from these guidelines. Escrow Requirements. Generally, each Mortgage Loan Seller requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by each Mortgage Loan Seller are as follows: o Taxes--Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide the applicable Mortgage Loan Seller with sufficient funds to satisfy all taxes and assessments. Each Mortgage Loan Seller may waive this escrow requirement under certain circumstances. o Insurance--If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide the Mortgage Loan Seller with sufficient funds to pay all insurance premiums. Each Mortgage Loan Seller may waive this escrow requirement under certain circumstances. o Replacement Reserves--Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Each Mortgage Loan Seller 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 S-213 necessary. Upon funding of the applicable Mortgage Loan, each 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. Each Mortgage Loan Seller may waive this escrow requirement under certain circumstances. o Tenant Improvement/Lease Commissions--In most cases, various tenants have lease expirations within the Mortgage Loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the Mortgage Loan and/or during the Mortgage Loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS On the Closing Date, the Depositor will transfer the Mortgage Loans, without recourse, to the Trustee for the benefit of the Certificateholders. In connection with such transfer, the Depositor will require each Mortgage Loan Seller to deliver to the Trustee or to a document custodian appointed by the Trustee (a "Custodian"), among other things, the following documents with respect to each Mortgage Loan originated by the applicable Mortgage Loan Seller (the "Mortgage File"): (i) the original Mortgage Note, endorsed on its face or by allonge attached thereto, without recourse, to the order of the Trustee or in blank (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note); (ii) the original or a copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder's office; (iii) the original or a copy of any related assignment of leases and of any intervening assignments thereof (if such item is a document separate from the Mortgage), in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder's office; (iv) an original assignment of the Mortgage in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (v) an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (vi) the original assignment of all unrecorded documents relating to the Mortgage Loan, if not already assigned pursuant to items (iv) or (v) above; (vii) originals or copies of all modification, consolidation, assumption and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated; (viii) the original or a copy of the policy or certificate of lender's title insurance issued on the date of the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company or a "pro forma" title policy) to issue such title insurance policy; (ix) any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Trustee of any UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller; (x) an original assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction; (xi) the original or copy of any ground lease, memorandum of ground 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. Notwithstanding the foregoing, with respect to the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, the 2005-C19 Trustee, LB-UBS 2005-C3 Trustee and the MSCI 2005-HQ6 Trustee, respectively, will hold the original documents related to the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan for the benefit of the 2005-C19 Trust Fund, the LB-UBS 2005-C3 Trust Fund, the S-214 MSCI 2005-HQ6 Trust Fund and the Trust Fund, other than the related Mortgage Notes which will be held by the Trustee under the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Trustee or a Custodian on its behalf is required to review each Mortgage File within a specified period following its receipt thereof. If any of the documents described in the preceding paragraph is found during the course of such review to be missing from any Mortgage File or defective, and in either case such omission or defect materially and adversely affects the value of the applicable Mortgage Loan, the interest of the Trust Fund or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not deliver the document or cure the defect (other than omissions solely due to a document not having been returned by the related recording office) within a period of 90 days following such Mortgage Loan Seller's receipt of notice thereof, will be obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which will be assigned by the Depositor to the Trustee) to (1) repurchase the affected Mortgage Loan within such 90-day period at a price (the "Purchase Price") generally equal to the sum of (i) the unpaid principal balance of such Mortgage Loan, (ii) the unpaid accrued interest on such Mortgage Loan (calculated at the applicable Mortgage Rate) to but not including the Due Date in the Collection Period in which the purchase is to occur and (iii) certain Additional Trust Fund Expenses in respect of such Mortgage Loan, including but not limited to, servicing expenses that are reimbursable to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent plus any interest thereon and on any related P&I Advances or (2) substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan and pay the Master Servicer for deposit into the Certificate Account a shortfall amount equal to the difference between the Purchase Price of the deleted Mortgage Loan calculated as of the date of substitution and the Stated Principal Balance of such Qualified Substitute Mortgage Loan as of the date of substitution (the "Substitution Shortfall Amount"); provided that, unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the applicable Mortgage Loan Seller will generally have an additional 90-day period to deliver the document or cure the defect, as the case may be, if it is diligently proceeding to effect such delivery or cure and provided further, no such document omission or defect (other than with respect to the Mortgage Note, the Mortgage, the title insurance policy, the ground lease, any letter of credit, any franchise agreement, comfort letter and comfort letter transfer document (the "Core Material Documents")) will be considered to materially and adversely affect the interests of the Certificateholders in, or the value of, the affected Mortgage Loans unless the document with respect to which the document omission or defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. With respect to material document defects other than those involving the Core Material Documents, any applicable cure period may be extended if the document involved is not needed imminently. Such extension will end upon 30 days notice of such need as reasonably determined by the Master Servicer or Special Servicer (with a possible 30 day extension if the Master Servicer or Special Servicer agrees that the applicable Mortgage Loan Seller is diligently pursuing a cure). All material document defects regardless of the document involved will be cured no later than 2 years after the Closing Date; provided, however, that the initial 90-day cure period described herein will not be reduced. The foregoing repurchase or substitution obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured failure to deliver, or any uncured defect in, a constituent Mortgage Loan document. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor. The Pooling and Servicing Agreement requires the Trustee promptly to cause each of the assignments described in clauses (iv), (v) and (x) of the third preceding paragraph to be submitted for 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 S-215 and interest due during or prior to the month of substitution, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have an original loan-to-value ratio not higher than that of the deleted Mortgage Loan and a current loan-to-value ratio not higher than then current loan-to-value ratio of the deleted Mortgage Loan; (vii) comply as of the date of substitution with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report with respect to the related Mortgaged Property which will be delivered as a part of the related servicing file; (ix) have an original debt service coverage ratio not less than the original debt service coverage ratio of the deleted Mortgage Loan; (x) be determined by an opinion of counsel to be a "qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date two years prior to the Rated Final Distribution Date; (xii) not be substituted for a deleted Mortgage Loan unless the Trustee has received prior confirmation in writing by each Rating Agency that such substitution will not result in the withdrawal, downgrade or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency (the cost, if any, of obtaining such confirmation to be paid by the applicable Mortgage Loan Seller); (xiii) have a date of origination that is not more than 12 months prior to the date of substitution; (xiv) have been approved by the Controlling Class Representative; (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 applicable Mortgage Loan Seller will be required to certify that such Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee. REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS In each Mortgage Loan Purchase Agreement, the applicable Mortgage Loan Seller has represented and warranted with respect to each Mortgage Loan (subject to certain exceptions specified in each Mortgage Loan Purchase Agreement), as of the Closing Date, or as of such other date specifically provided in the representation and warranty, among other things, generally that: (i) the information set forth in the schedule of Mortgage Loans attached to the applicable Mortgage Loan Purchase Agreement (which contains certain of the information set forth in Annex A-1 to this prospectus supplement) was true and correct in all material respects as of the Cut-Off Date; (ii) as of the date of its origination, such Mortgage Loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; (iii) immediately prior to the sale, transfer and assignment to the Depositor, the applicable Mortgage Loan Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan, and is transferring the Mortgage Loan free and clear of any and all liens, pledges, charges, security interests or any other ownership interests of any nature encumbering such Mortgage Loan; (iv) the proceeds of such Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder by the mortgagee; S-216 (v) each related Mortgage Note, Mortgage, assignment of leases, if any, and other agreements executed in connection with such Mortgage Loan is the legal, valid and binding obligation of the related mortgagor (subject to any nonrecourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (a) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provision renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby, and (b) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (vi) as of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, as of the Cut-Off Date, there was no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges and the applicable Mortgage Loan Seller has no knowledge of any such rights, defenses or counterclaims having been asserted; (vii) each related assignment of Mortgage and assignment of assignment of leases from the applicable Mortgage Loan Seller to the Trustee constitutes the legal, valid and binding first priority assignment from such Mortgage Loan Seller (subject to the customary limitations set forth in (v) above); (viii) the related Mortgage is a valid and enforceable first lien on the related Mortgaged Property except for the exceptions set forth in paragraph (v) above and (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (c) the exceptions (general and specific) and exclusions set forth in the related title insurance policy or appearing of record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the Mortgaged Property to remain following a foreclosure or similar proceeding (provided that such tenants are performing under such leases) and (f) if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan, none of which, 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 S-217 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) each Mortgaged Property was covered by (1) a fire and extended perils included within the classification "All Risk of Physical Loss" insurance policy in an amount (subject to a customary deductible) at least equal to the lesser of the replacement cost of improvements located on such Mortgaged Property, with no deduction for depreciation, or the outstanding principal balance of the Mortgage Loan and in any event, the amount necessary to avoid the operation of any co-insurance provisions; (2) business interruption or rental loss insurance in an amount at least equal to 12 months of operations of the related Mortgaged Property; and (3) comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount customarily required by prudent commercial mortgage lenders, but not less than $1 million; such insurance is required by the Mortgage or related Mortgage Loan documents and was in full force and effect with respect to each related Mortgaged Property at origination and to the knowledge of the Mortgage Loan Seller, all insurance coverage required under each Mortgage is in full force and effect with respect to each Mortgaged Property; and no notice of termination or cancellation with respect to any such insurance policy has been received by the Mortgage Loan Seller; except for certain amounts not greater than amounts which would be considered prudent by a commercial mortgage lender with respect to a similar Mortgage Loan and which are set forth in the related Mortgage, any insurance proceeds in respect of a casualty loss, will be applied either to the repair or restoration of the related Mortgaged Property with mortgagee or a third-party custodian acceptable to mortgagee having the right to hold and disburse the proceeds as the repair or restoration progresses, other than with respect to amounts that are customarily acceptable to commercial and multifamily mortgage lending institutions, or the reduction of the outstanding principal balance of the Mortgage Loan and accrued interest thereon; to the Mortgage Loan Seller's knowledge, the insurer with respect to each policy is qualified to do business in the relevant jurisdiction to the extent required; the insurance policies contain a standard mortgagee clause or names the mortgagee, its successors and assigns as loss payees in the case of property insurance policies and additional insureds in the case of liability insurance policies and provide that they are not terminable and may not be reduced without 30 days prior written notice to the mortgagee (or, with respect to non-payment of premiums, 10 days prior written notice to the mortgagee) or such lesser period as prescribed by applicable law; and each Mortgage requires that the mortgagor maintain insurance as described above or permits the mortgagee to require insurance as described above; (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 applicable Mortgage Loan Seller and the applicable Mortgage Loan Seller's affiliates with respect to each related Mortgaged Property during the 18-month period preceding the origination of the related Mortgage Loan, and the applicable Mortgage Loan Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in such report(s); 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 any Mortgage Loan Purchase Agreement that materially and adversely affects the value of a Mortgage Loan, the interests of the Trust S-218 Fund therein or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not cure such breach within a period of 90 days following its receipt of notice thereof, is obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which have been assigned by the Depositor to the Trustee) to either substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount or to repurchase the affected Mortgage Loan within such 90-day period at the applicable Purchase Price; provided that, unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Code, the applicable Mortgage Loan Seller generally has an additional 90-day period to cure such breach if it is diligently proceeding with such cure. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor. The foregoing substitution or repurchase obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured breach of any Mortgage Loan Seller's representations and warranties regarding its Mortgage Loans. There can be no assurance that the applicable Mortgage Loan Seller will have the financial resources to repurchase any Mortgage Loan at any particular time. Each Mortgage Loan Seller is the sole warranting party in respect of the Mortgage Loans sold by such Mortgage Loan Seller to the Depositor, and none of the Depositor nor any of such party's affiliates (except with respect to Wachovia Bank, National Association in its capacity as a Mortgage Loan Seller) will be obligated to substitute or repurchase any such affected Mortgage Loan in connection with a breach of a Mortgage Loan Seller's representations and warranties if such Mortgage Loan Seller defaults on its obligation to do so. With respect to any Mortgage Loan which has become a Defaulted Mortgage Loan under the Pooling and Servicing Agreement or with respect to which the related Mortgaged Property has been foreclosed and which is the subject of a repurchase claim under the related Mortgage Loan Purchase Agreement, the Special Servicer with the consent of the Controlling Class Representative will be required to notify the related Mortgage Loan Seller in writing of its intention to sell such Defaulted Mortgage Loan or such foreclosed Mortgaged Property at least 45 days prior to commencing any such action. Such Mortgage Loan Seller shall have 10 business days to determine whether or not to consent to such sale. If such Mortgage Loan Seller does not consent to such sale, the Special Servicer shall contract with a third party set forth in the Pooling and Servicing Agreement (a "Determination Party") as to the merits of such sale. If the related Determination Party determines that the proposed sale is reasonable, given the circumstances, and subsequent to such sale, a court of competent jurisdiction determines that such Mortgage Loan Seller was liable under the related Mortgage Loan Purchase Agreement and required to repurchase such Defaulted Mortgage Loan or REO Property in accordance with the terms thereof, then such Mortgage Loan Seller will be required to pay an amount equal to the difference (if any) between the proceeds of the related action and the price at which such Mortgage Loan Seller would have been obligated to pay had such Mortgage Loan Seller repurchased such Defaulted Mortgage Loan or REO Property in accordance with the terms thereof which shall generally include the costs related to contracting with the Determination Party. In the event that (a) the Special Servicer ignores the determination of the Determination Party and liquidates the related Defaulted Mortgage Loan or REO Property and/or (b) a court of competent jurisdiction determines that such Mortgage Loan Seller was not obligated to repurchase the related Defaulted Mortgage or REO Property, the costs of contracting with the Determination Party will constitute Additional Trust Fund Expenses, and the Mortgage Loan Seller will not be liable for any such difference. REPURCHASE OR SUBSTITUTION OF CROSS-COLLATERALIZED MORTGAGE LOANS If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described above in "--Assignment of the Mortgage Loans; Repurchases and Substitutions" or "--Representations and Warranties; Repurchases and Substitutions", (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Group"), and (iii) the applicable document omission or defect (a "Defect") or breach of a representation and warranty (a "Breach") does not constitute a Defect or Breach, as the case may be, as to each other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a Defect or Breach, as the case may S-219 be, as to any other Crossed Loan in the Crossed Group for purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Loan(s) in the related Crossed Group as provided above in "--Assignment of the Mortgage Loans; Repurchases and Substitutions" or "--Representations and Warranties; Repurchases and Substitutions" unless: (i) the debt service coverage ratio for all of the remaining Crossed Loans for the four calendar quarters immediately preceding the repurchase or substitution is not less than the debt service coverage ratio for all such related Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding the repurchase or substitution, (ii) the loan-to-value ratio for any of the remaining related Crossed Loans, determined at the time of repurchase or substitution, is not greater than the loan-to-value ratio for all such related Crossed Loans, including the affected Crossed Loan, determined at the time of repurchase or substitution, and (iii) the Trustee receives an opinion of counsel to the effect that such repurchase or substitution is permitted by the REMIC provisions. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, the related Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. To the extent that the related Mortgage Loan Seller repurchases or substitutes for an affected Crossed Loan as described in the immediately preceding paragraph while the Trustee continues to hold any related Crossed Loans, the related Mortgage Loan Seller and the Depositor have agreed in the related Mortgage Loan Purchase Agreement to forbear from enforcing any remedies against the other's Primary Collateral (as defined below), but each is permitted to exercise remedies against the Primary Collateral securing its respective affected Crossed Loans, including, with respect to the Trustee, the Primary Collateral securing Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the loan documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with the Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. "Primary Collateral" means the Mortgaged Property directly securing a Crossed Loan and excluding any property as to which the related lien may only be foreclosed upon by virtue of the cross collateralization features of such loans. CHANGES IN MORTGAGE POOL CHARACTERISTICS The descriptions in this prospectus supplement of the Mortgage Loans and the Mortgaged Properties are based upon the Mortgage Pool as it is expected to be constituted as of the close of business on the Closing Date, assuming that (i) all scheduled principal and interest payments due on or before the Cut-Off Date will be made and (ii) there will be no principal prepayments on or before the Cut-Off Date. Prior to the issuance of the Certificates, Mortgage Loans may be removed from the Mortgage Pool as a result of prepayments, delinquencies, incomplete documentation or otherwise, if the Depositor or the Mortgage Loan Seller deems such removal necessary, appropriate or desirable. A limited number of other mortgage loans may be included in the Mortgage Pool prior to the issuance of the Certificates, unless including such mortgage loans would materially alter the characteristics of the Mortgage Pool as described in this prospectus supplement. The Depositor believes that the information set forth in this prospectus supplement will be representative of the characteristics of the Mortgage Pool as it will be constituted at the time the Certificates are issued, although the range of Mortgage Rates and maturities as well as other characteristics of the Mortgage Loans described in this prospectus supplement may vary. A Current Report on Form 8-K (the "Form 8-K") will be available to purchasers of the Offered Certificates on or shortly after the Closing Date and will be filed, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission within fifteen days after the initial issuance of the Offered Certificates. S-220 SERVICING OF THE MORTGAGE LOANS GENERAL The Master Servicer and the Special Servicer, either directly or through sub-servicers, is required to service and administer the Mortgage Loans (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan) for the benefit of the Certificateholders, and the Companion Loans (other than the AmericasMart Pari Passu Companion Loan, the 101 Avenue of the Americas Pari Passu Companion Loan and the U-Haul Portfolio Pari Passu Companion Loan) for the holder of such Companion Loans, in accordance with applicable law, the terms of the Pooling and Servicing Agreement, the terms of the related Intercreditor Agreement, if applicable, and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans, to the extent consistent with the foregoing, (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, the Master Servicer or the Special Servicer, as the case may be, generally services and administers similar mortgage loans with similar borrowers (i) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own loans, or (ii) held in its own portfolio, whichever standard is higher, (b) with a view to the maximization of the recovery on such Mortgage Loans on a net present value basis and the best interests of the Certificateholders and the Trust Fund or, if a Co-Lender Loan (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan) and its related Companion Loan(s) (a "Loan Pair") are involved, with a view towards the maximization of recovery on such Loan Pair to the Certificateholders, the holder of the related Companion Loan and the Trust Fund (as a collective whole, taking into account that the Subordinate Companion Loans are subordinate to the related Mortgage Loans and that the Pari Passu Companion Loans are pari passu in right of entitlement to payment to the related Mortgage Loan, to the extent set forth in the related Intercreditor Agreement), and (c) without regard to (i) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any affiliate thereof, may have with the related borrower, the Mortgage Loan 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 a Mortgage Loan Seller; (vii) any obligation of the Master Servicer or any affiliate thereof to cure a breach of a representation and warranty with respect to a Mortgage Loan; and (viii) any debt the Master Servicer or the Special Servicer or any affiliate thereof has extended to any obligor or any affiliate thereof on a Mortgage Note (the foregoing referred to as the "Servicing Standard"). Generally, for purposes of the servicing provisions described in this section, the term Mortgage Loan excludes the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan. See "--Servicing of the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan" below for a description of the servicing of the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan; provided, however, that in the event that the 2005-C19 Master Servicer fails to make a required P&I Advance with respect to the AmericasMart Loan, the Master Servicer will be required to make that advance unless the Master Servicer, after receiving the necessary information from the 2005-C19 Master Servicer, has determined that such advance would not be recoverable from collections on the AmericasMart Loan. In addition, the Master Servicer will be required to make P&I Advances with respect to the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan. See "DESCRIPTION OF THE CERTIFICATES--P&I Advances" in this prospectus supplement. 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 (other than S-221 the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan). 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 (but excluding the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan and their respective Companion Loans). Reference is also made to the prospectus, in particular to the section captioned "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS", for important information in addition to that set forth in this prospectus supplement regarding the terms and conditions of the Pooling and Servicing Agreement as they relate to the rights and obligations of the Master Servicer and the Special Servicer thereunder. The Special Servicer generally has all of the rights to indemnity and reimbursement, and limitations on liability, that the Master Servicer is described as having in the accompanying prospectus and certain additional rights to indemnity as provided in the Pooling and Servicing Agreement relating to actions taken at the direction of the Controlling Class Representative (and, in certain circumstances, the holder of a Subordinate Companion Loan), and the Special Servicer rather than the Master Servicer will perform the servicing duties described in the prospectus with respect to Specially Serviced Mortgage Loans and REO Properties (each as described in this prospectus supplement). In addition to the circumstances for resignation of the Master Servicer set forth in the accompanying prospectus, the Master Servicer and the Special Servicer each has the right to resign at any other time, provided that (i) a willing successor thereto has been found, (ii) each of the Rating Agencies confirms in writing that the successor's appointment will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any class of Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. See "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certain Matters Regarding the Master Servicer and the Depositor" in the accompanying prospectus. THE MASTER SERVICER AND THE SPECIAL SERVICER Wachovia Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement (in such capacity, the "Master Servicer"), will be responsible for servicing the Mortgage Loans (other than the Specially Serviced Mortgage Loans, the REO Properties, the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan). Although the Master Servicer will be authorized to employ agents, including sub-servicers, to directly service the Mortgage Loans for which it will be responsible, the Master Servicer will remain liable for its servicing obligations under the Pooling and Servicing Agreement. Wachovia Bank, National Association is a wholly owned subsidiary of Wachovia Corporation, our affiliate, one of the Mortgage Loan Sellers and an affiliate of one of the Underwriters, the Class A-3FL Swap Counterparty and the Class A-MFL Swap Counterparty. With respect to 4 Mortgage Loans (loan numbers 23, 29, 152 and 171, representing 1.8% of the Cut-Off Date Pool Balance (1.9% of Cut-Off Date Group 1 Balance), an affiliate of Wachovia Bank, National Association is the sole equity owner in each related borrower. In addition, Wachovia Bank, National Association is the master servicer under the 2005-C19 Pooling and Servicing Agreement pursuant to which the AmericasMart Loan is being serviced. In addition, Wachovia Bank, National Association is the holder of mezzanine debt with respect to the 3 Mortgage Loans (loan numbers 5, 23 and 29), representing 5.4% of the Cut-Off Date Pool Balance (5.9% of the Cut-Off Date Group 1 Balance). In addition, Wachovia Bank, National Association is an affiliate of Wachovia Development Corporation, the controlling equity owner of the borrower with respect to 2 mortgage loans (loan numbers 152 and 171), representing 0.2% of the Cut-Off Date Pool Balance (0.2% of the Cut-Off Date Group 1 Balance). Wachovia Bank, National Association's principal servicing offices are located at NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262. S-222 As of June 30, 2005, Wachovia Bank, National Association and its affiliates were responsible for master or primary servicing approximately 16,346 commercial and multifamily loans, totaling approximately $158 billion in aggregate outstanding principal amounts, including loans securitized in mortgage-backed securitization transactions. The information set forth in this prospectus supplement concerning Wachovia Bank, National Association has been provided by Wachovia Bank, National Association, and neither the Depositor nor the Underwriters make any representation or warranty as to the accuracy or completeness of such information. Wachovia Bank, National Association (apart from its obligations as a Mortgage Loan Seller and except for the information in the first three paragraphs under this heading) will make no representations as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates, the Mortgage Loans, this prospectus supplement or related documents. Initially, the "Special Servicer" will be CWCapital Asset Management LLC with respect to the Mortgage Loans. CWCapital Asset Management LLC, a Massachusetts limited liability company with an address of 1919 Pennsylvania Avenue N.W., Washington, D.C. 20006, will initially be appointed as special servicer under the Pooling and Servicing Agreement. CWCapital Asset Management LLC or its affiliates are involved in real estate investment, finance and management. CWCapital Asset Management LLC was organized in June, 2005. In July of 2005 it acquired Allied Capital Corporation's special servicing operations and replaced Allied Capital Corporation as special servicer for all transactions for which Allied Capital Corporation served as special servicer. As of July 27, 2005, CWCapital Asset Management LLC acted as special servicer for approximately $18.5 billion of commercial real estate assets representing approximately 2,666 mortgage loans and foreclosure properties within 20 commercial mortgage loan securitization transactions. It is anticipated that an affiliate or affiliates of CWCapital Asset Management LLC may acquire certain of the Certificates not offered hereunder and may be the initial Controlling Class Representative. The Special Servicer and its respective 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. In addition, an affiliate of the special servicer is expected to be the holder of certain mezzanine indebtedness with respect to the U-Haul Portfolio Loan, representing 1.2% of the mortgage pool (1.3% of the Cut-Off Date Group 1 Balance) and will have certain cure rights and/or purchase rights with respect to the related Mortgage Loan. The information set forth herein regarding CWCapital Asset Management LLC has been provided by CWCapital Asset Management LLC 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 AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio 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 (the "Controlling Class Representative") who may advise the Special Servicer and whose approval is required for certain actions by the Special Servicer under certain circumstances; provided, however, the holder of the Westfield San Francisco Centre Pari Passu Companion Loan will have the right to replace the special servicer with respect to the Westfield San Francisco Centre Whole Loan. Notwithstanding anything contained in this prospectus supplement to the contrary, the holders of the Companion Loans (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan) 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. The Controlling Class Representative with respect to the Mortgage Loans (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan) is selected by holders of Certificates representing more than 50% of the Certificate Balance of the Controlling Class. See "--The Controlling Class Representative" below. Such holder (or holders) will be required to pay all out-of-pocket costs related to S-223 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 Sequential Pay Certificates bearing the latest payment priority. The Class A-1, Class A-2, Class A-3FL, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 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 (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan) or Companion Loan (other than the AmericasMart Pari Passu Companion Loan, the 101 Avenue of the Americas Pari Passu Companion Loan and the U-Haul Portfolio Pari Passu Companion Loan) as to which (a) the related mortgagor has (i) failed to make within 60 days of the date due any Balloon Payment; provided, however, that if the borrower continues to make its Assumed Scheduled Payment and diligently pursues refinancing, a Servicing Transfer Event shall not occur until 60 days following such default (or, if the borrower has produced a written refinancing commitment that is reasonably acceptable to the Special Servicer and the Controlling Class Representative has given its consent (which consent shall be deemed denied if not granted within 10 Business Days), 120 days following such default; (provided that if such refinancing does not occur during such time specified in the commitment, a Servicing Transfer Event will be deemed to have occurred), or (ii) failed to make when due any Periodic Payment (other than a Balloon Payment), and such failure has continued unremedied for 60 days; (b) the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) has determined, in its good faith reasonable judgment and in accordance with the Servicing Standard, based on communications with the related mortgagor, that a default in making a Periodic Payment (including a Balloon Payment) 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 would 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) is likely to occur and is likely to remain unremedied for at least 60 days; (c) there shall have occurred a default (other than as described in clause (a) above and, in certain circumstances, the failure to maintain insurance for terrorist or similar attacks or for other risks required by the mortgage loan documents to be insured against pursuant to the terms of the Pooling and Servicing Agreement) that the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) shall have determined, in its good faith and reasonable judgment and in accordance with the Servicing Standard, materially impairs the value of the Mortgaged Property as security for the Mortgage Loan and, if applicable, Companion Loan or otherwise materially adversely affects the interests of Certificateholders and that continues unremedied beyond the applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified, for 60 days and provided that a default that gives rise to an acceleration right without any grace period shall be deemed to have a grace period equal to zero); (d) a decree or order under any bankruptcy, insolvency or similar law shall have been entered against the related borrower and such decree or order shall have remained in force, undischarged, undismissed or unstayed for a period of 60 days; (e) the related borrower shall consent to the appointment of a conservator or receiver or liquidator in any insolvency or similar proceedings of or relating to such related borrower or of or relating to all or substantially all of its property; (f) the related borrower shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (g) the Master Servicer shall have force placed insurance against damages or losses arising from acts of terrorism due to the failure of the related borrower to maintain or cause such insurance to be maintained and (1) subsequent to such force placement such borrower fails to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism for S-224 a period of 60 days (or such shorter time period as the Controlling Class Representative may consent to) or (2) the Master Servicer fails to have been reimbursed for any Servicing Advances made in connection with the force placement of such insurance coverage (unless the circumstances giving rise to such forced placement of such insurance coverage have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of such insurance coverage); or (h) 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 (h) above, a "Servicing Transfer Event"). In general, as long as a Co-Lender Loan (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio 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 (other than the AmericasMart Pari Passu Companion Loan, the 101 Avenue of the Americas Pari Passu Companion Loan or the U-Haul Portfolio Pari Passu Companion Loan) becomes specially serviced, then the Co-Lender Loan will become a Specially Serviced Mortgage Loan. If a Co-Lender Loan (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan or the U-Haul Portfolio Loan) becomes a Specially Serviced Mortgage Loan, then the related Companion Loan will become a Specially Serviced Mortgage Loan. If any amounts due under a Co-Lender Loan or the related Subordinate Companion Loans are accelerated after an event of default under the applicable Mortgage Loan documents, the holder of the related Subordinate Companion Loan will be entitled to purchase the related Mortgage Loan at the price described under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus supplement. If, and for so long as, the NGP Rubicon GSA Pool Whole Loan is being specially serviced and any monthly debt service payment thereon is at least 60 days delinquent, the holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan or its designee will be entitled to purchase the NGP Rubicon GSA Pool 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 (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan or the U-Haul Portfolio Loan) or a related Companion Loan, the Master Servicer is in general required to transfer its servicing responsibilities with respect to such Mortgage Loan and Companion Loan to the Special Servicer. Notwithstanding such transfer, the Master Servicer will continue to receive payments on such Mortgage Loan and/or Companion Loan (including amounts collected by the Special Servicer), to make certain calculations with respect to such Mortgage Loan and Companion Loan, and to make remittances (including, if necessary, P&I Advances, as described in the Pooling and Servicing Agreement) and prepare certain reports to the Trustee with respect to such Mortgage Loan. If title to the related Mortgaged Property is acquired by the Trust Fund (upon acquisition, an "REO Property"), whether through foreclosure, deed in lieu of foreclosure or otherwise, the Special Servicer will continue to be responsible for the management thereof. Mortgage Loans and Companion Loans serviced by the Special Servicer are referred to in this prospectus supplement as "Specially Serviced Mortgage Loans" and, together with any REO Properties, constitute "Specially Serviced Trust Fund Assets". The Master Servicer has no responsibility for the Special Servicer's performance of its duties under the Pooling and Servicing Agreement. A Mortgage Loan (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan or the U-Haul Portfolio Loan) or Companion Loan (other than the AmericasMart Pari Passu Companion Loan, the 101 Avenue of the Americas Pari Passu Companion Loan or the U-Haul Portfolio Pari Passu Companion Loan) will cease to be a Specially Serviced Mortgage Loan (and will become a "Corrected Mortgage Loan" as to which the Master Servicer will re-assume servicing responsibilities): (a) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event, when the related borrower has made three consecutive full and timely Periodic Payments under the terms of such Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related borrower or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer); S-225 (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 (h) 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 OF THE AMERICASMART LOAN, THE 101 AVENUE OF THE AMERICAS LOAN AND THE U-HAUL PORTFOLIO LOAN The AmericasMart Loan, and any related REO Property, are being serviced under the pooling and servicing agreement which governs the 2005-C19 Transaction (the "2005-C19 Pooling and Servicing Agreement"). Accordingly, the master servicer under the 2005-C19 Pooling and Servicing Agreement (the "2005-C19 Master Servicer") will generally make advances and remit collections on the AmericasMart Loan to or on behalf of the Trust Fund. The servicing arrangements under the 2005-C19 Pooling and Servicing Agreement are generally similar (but are not identical) to the servicing arrangements under the Pooling and Servicing Agreement. In that regard: o Wachovia Bank, National Association is the 2005-C19 Master Servicer under the 2005-C19 Pooling and Servicing Agreement and the special servicer under the 2005-C19 Pooling and Servicing Agreement (the "2005-C19 Special Servicer") with respect to each of the mortgage loans serviced under the 2005-C19 Pooling and Servicing Agreement is Clarion Partners, LLC. o The 2005-C19 Trustee is Wells Fargo Bank, N.A. (the "2005-C19 Trustee"), who will be the mortgagee of record for the AmericasMart Loan. o The Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise the 2005-C19 Master Servicer, the 2005-C19 Special Servicer or the 2005-C19 Trustee or (b) except as described below, make servicing advances with respect to the AmericasMart Loan. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certificateholders with respect to the AmericasMart Loan is dependent on its receipt of the corresponding information and collection from the 2005-C19 Master Servicer or the 2005-C19 Special Servicer. o Pursuant to the 2005-C19 Pooling and Servicing Agreement, the liquidation fee, the special servicing fee and the workout fee with respect to the AmericasMart Loan will be generally the same as under the Pooling and Servicing Agreement. o The Master Servicer will be required to make P&I Advances with respect to the AmericasMart Loan that the 2005-C19 Master Servicer is required but fails to make, unless the 2005-C19 Master Servicer or the Master Servicer, after receiving the necessary information from the 2005-C19 Master Servicer, has determined that such advance would not be recoverable from collections on the AmericasMart Loan. o If the 2005-C19 Master Servicer determines that a servicing advance it made with respect to the AmericasMart Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed from general collections on all Mortgage Loans. The 101 Avenue of the Americas Loan, and any related REO Property, are being serviced under the pooling and servicing agreement which governs the LB-UBS 2005-C3 Transaction (the "LB-UBS 2005-C3 Pooling and Servicing Agreement"). Accordingly, the master servicer under the LB-UBS 2005-C3 Pooling S-226 and Servicing Agreement (the "LB-UBS 2005-C3 Master Servicer") will generally remit collections on the 101 Avenue of the Americas Loan to or on behalf of the Trust Fund. Although most pooling and servicing agreements relating to commercial mortgage-backed securities are similar, the servicing arrangements under the LB-UBS 2005-C3 Pooling and Servicing Agreement differ in certain respects from the servicing arrangements under the Pooling and Servicing Agreement. In that regard, investors should consider that the description of the servicing arrangements with respect to the Mortgage Loans serviced under the Pooling and Servicing Agreement differ from the servicing arrangements with respect to the 101 Avenue of the Americas Loan under the LB-UBS 2005-C3 Pooling and Servicing Agreement in certain respects, including but not limited to: o Wells Fargo Bank, National Association is the LB-UBS 2005-C3 Master Servicer, and J.E. Robert Company, Inc. is the LB-UBS 2005-C3 Special Servicer (the "LB-UBS 2005-C3 Special Servicer"). As of April 30, 2005, J.E. Robert Company, Inc. has been engaged on 37 transactions covering over $19.9 billion in book value and has managed the recovery of over 1,780 loans under its special servicing capacity. o The LB-UBS 2005-C3 Trustee is LaSalle Bank National Association (the "LB-UBS 2005-C3 Trustee"), who will be the mortgagee of record for the 101 Avenue of the Americas Loan, and the LB-UBS 2005-C3 Fiscal Agent is ABN AMRO Bank N.V. (the "LB-UBS 2005-C3 Fiscal Agent"). o The Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise the LB-UBS 2005-C3 Master Servicer, the LB-UBS 2005-C3 Special Servicer, the LB-UBS 2005-C3 Trustee or the LB-UBS 2005-C3 Fiscal Agent or (b) make servicing advances with respect to the 101 Avenue of the Americas Loan. The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Trustee and the Certificateholders with respect to the 101 Avenue of the Americas Loan is dependent on its receipt of the corresponding information and/or collections from the LB-UBS 2005-C3 Master Servicer or the LB-UBS 2005-C3 Special Servicer. o The LB-UBS 2005-C3 Master Servicer and the LB-UBS 2005-C3 Special Servicer will be required to consult with the Controlling Class Representative, with respect to the following actions: (i) any proposed foreclosure upon or comparable conversion (which may include acquisition as REO Property) of the ownership of the Mortgaged Property and the other collateral securing the 101 Avenue of the Americas Loan; (ii) any modification, extension, amendment or waiver of a monetary term (including, without limitation, the timing of payments) or any material non-monetary term (including any material term relating to insurance) of the 101 Avenue of the Americas Loan; (iii) any proposed sale of the Mortgaged Property after it becomes REO Property under the LB-UBS 2005-C3 Pooling and Servicing Agreement; (iv) any acceptance of a discounted payoff of the 101 Avenue of the Americas Loan; (v) any determination to bring the Mortgaged Property (including if it is an REO Property under the LB-UBS 2005-C3 Pooling and Servicing Agreement) into compliance with applicable environmental laws or to otherwise address hazardous materials located at the Mortgaged Property; (vi) any release of collateral for the 101 Avenue of the Americas Loan (including, but not limited to, the termination or release of any reserves, escrow or letters of credit), other than in accordance with the terms of, or upon satisfaction of, the 101 Avenue of the Americas Loan; (vii) any acceptance of substitute or additional collateral for the 101 Avenue of the Americas Loan (other than in accordance with the terms of the related Mortgage Loan documents); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to the 101 Avenue of the Americas Loan; (ix) any acceptance of an assumption agreement releasing the borrower from liability under the 101 Avenue of the Americas Loan; (x) any renewal or replacement of the then existing insurance policies with respect to the 101 Avenue of the Americas Loan to the extent that such renewal or replacement policy does not comply with the terms of the Mortgage Loan documents or any waiver, modification or amendment of any insurance requirements under the Mortgage Loan documents, in each case if the mortgagee's approval is required under the Mortgage Loan documents; (xi) any approval of a material capital expenditure, if the mortgagee's approval is S-227 required under the Mortgage Loan documents; (xii) any replacement of the property manager, if the mortgagee's approval is required under the Mortgage Loan documents; (xiii) any approval of the incurrence of additional indebtedness secured by the Mortgaged Property, if mortgagee's approval is required under the Mortgage Loan documents; (xiv) any adoption or approval of the incurrence of additional indebtedness secured by the Mortgaged Property, if mortgagee's approval is required under the Mortgage Loan documents; and (xv) certain other actions to the extent required under the LB-UBS 2005-C3 Pooling and Servicing Agreement. Following the required consultation, the LB-UBS 2005-C3 Master Servicer or LB-UBS 2005-C3 Special Servicer, as applicable, will take such action as recommended by the LB-UBS 2005-C3 Controlling Class Representative to the extent consistent with accepted servicing practices. o The LB-UBS 2005-C3 Master Servicer and the LB-UBS 2005-C3 Special Servicer each shall be obligated, within two (2) Business Days of receiving any request from the Trustee (or its representative) desiring to exercise its consultation rights under the 101 Avenue of the Americas Intercreditor Agreement, to: (i) make available to the Trustee (or its representative), in person at the primary servicing offices of such servicer or by telephone conference, for a reasonable time period, one or more of such servicer's officers responsible for servicing and administration of the 101 Avenue of the Americas Loan or any related REO Property; (ii) provide to the Trustee (or its representative) such information regarding the proposed action that is the subject of such consultation that is in such servicer's possession or easily obtainable by it, including such servicer's reasons for determining to take or permit a proposed action, as the Trustee (or its representative) may reasonably request; and (iii) communicate with the LB-UBS 2005-C3 Controlling Class Representative regarding any advice or other views expressed by the Trustee (or its representative) regarding any advice or other views expressed by the Trustee (or its representative) regarding the subject servicing action(s) that are the subject of such consultation; provided, however, that in the event the LB-UBS 2005-C3 Master Servicer or LB-UBS 2005-C3 Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the holders of the 101 Avenue of the Americas Pari Passu Companion Loan and the 101 Avenue of the Americas Loan (as a collective whole), such servicer may take any such action without waiting for the Trustee's response. o The LB-UBS 2005-C3 Special Servicer will, in general, be entitled to receive a workout fee with respect to the 101 Avenue of the Americas Loan in the event such loan becomes a corrected loan under the LB-UBS 2005-C3 Pooling and Servicing Agreement. The workout fee will generally be payable out of, and will be calculated by application of a workout fee rate of 1.00% to, each collection of (i) interest (other than default interest), (ii) principal and (iii) prepayment consideration received on the subject mortgage loan for so long as it remains a corrected mortgage loan; provided that any workout fees payable in respect of the 101 Avenue of the Americas Loan will generally be payable out of and based on collections on the entire 101 Avenue of the Americas Whole Loan. The workout fee will cease to be payable if the 101 Avenue of the Americas Loan is again transferred to special servicing under the LB-UBS 2005-C3 Pooling and Servicing Agreement. However, a new workout fee would become payable if the 101 Avenue of the Americas Loan became a corrected mortgage loan with respect to such event. o The LB-UBS 2005-C3 Special Servicer will, in general, be entitled to receive a liquidation fee with respect to the 101 Avenue of the Americas Loan in the event such loan has been transferred to special servicing under the LB-UBS 2005-C3 Pooling and Servicing Agreement and for which it obtains a full, partial or discounted payoff from the related borrower. The LB-UBS 2005-C3 Special Servicer will generally also be entitled to receive a liquidation fee with respect to the 101 Avenue of the Americas Loan or related REO Property as to which it receives any liquidation proceeds. The liquidation fee will generally be payable from, and will be calculated by application of a liquidation fee rate of 1.00% to, the related payment or proceeds, exclusive of any portion of that payment or proceeds that represents a recovery of default interest; provided that any liquidation fees in respect of the 101 Avenue of the Americas Loan will generally be payable out of and based on collections on the 101 Avenue of the Americas Whole Loan. S-228 o Pursuant to the LB-UBS 2005-C3 Pooling and Servicing Agreement, the special servicing fee with respect to the 101 Avenue of the Americas Loan will generally be the same as under the Pooling and Servicing Agreement. o The Master Servicer (or the Trustee or the Fiscal Agent if applicable) will be required to make P&I Advances with respect to the 101 Avenue of the Americas Loan, unless the Master Servicer, after receiving the necessary information from the LB-UBS 2005-C3 Master Servicer, has determined that such advance would not be recoverable from collections on the 101 Avenue of the Americas Loan. o If the LB-UBS 2005-C3 Master Servicer determines that a servicing advance it made with respect to the 101 Avenue of the Americas Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed from general collections on all Mortgage Loans. o The LB-UBS 2005-C3 Master Servicer will not make any payments to cover Prepayment Interest Shortfalls relating to the 101 Avenue of the Americas Loan. o The LB-UBS 2005-C3 Pooling and Servicing Agreement will require Rating Agency Confirmations under similar circumstances, but not identical circumstances as under the Pooling and Servicing Agreement. All costs associated with obtaining such Rating Agency Confirmations will be shared between the Trust Fund and the LB-UBS 2005-C3 Trust Fund, pro rata. o The conditions for transferring the 101 Avenue of the Americas Loan to special servicing under the LB-UBS 2005-C3 Pooling and Servicing Agreement differ in some respects with respect to timing and specific criteria that trigger a specially serviced transfer event from the conditions for transferring the 101 Avenue of the Americas Loan to special servicing under the Pooling and Servicing Agreement such that in certain situations, the 101 Avenue of the Americas Loan would be transferred to special servicing under the Pooling and Servicing Agreement but not under the LB-UBS 2005-C3 Pooling and Servicing Agreement or vice versa. For example, the Pooling and Servicing Agreement requires a transfer to special servicing if the related borrower has failed to make when due any Balloon Payment; provided, however, that if the borrower continues to make its scheduled payments, and diligently pursues refinancing, a Servicing Transfer Event will not occur until 60 days following such default (or, if the borrower has produced a written refinancing commitment that is reasonably acceptable to the Special Servicer and the Controlling Class Representative has given its consent (which consent will be deemed denied if not granted within 10 Business Days), 120 days following such default; provided that if such refinancing does not occur during the time period specified in such written refinancing commitment, a Servicing Transfer Event will be deemed to occur). However, the LB-UBS 2005-C3 Pooling and Servicing Agreement requires a transfer to special servicing in the event a borrower has failed to make when due any Balloon Payment (A) one (1) Business Day after such Balloon Payment was due (unless clause (B) applies) or (B) in the event the related borrower has delivered a refinancing commitment acceptable to the LB-UBS 2005-C3 Special Servicer prior to the date on which the subject Balloon Payment was due, for 30 days beyond the date on which the subject Balloon Payment was due (or for such shorter period ending on the date on which it is determined that the refinancing could not reasonably be expected to occur). In addition, the LB-UBS 2005-C3 Pooling and Servicing Agreement does not require a transfer to special servicing in the event that the LB-UBS 2005-C3 Master Servicer has force placed insurance against damages or losses arising from acts of terrorism due to the failure of the related borrower to maintain or cause such insurance to be maintained and (1) subsequent to such force placement such borrower fails to maintain insurance coverage against damages for losses arising from acts of terrorism for a period of 60 days or (2) the LB-UBS 2005-C3 Master Servicer fails to have been reimbursed from any servicing advances made in connection with the force placement of such insurance coverage. o The conditions that give rise to a Mortgage Loan becoming a Required Appraisal Mortgage Loan under the Pooling and Servicing Agreement differ in some respects from the conditions which give rise to a mortgage loan (including the 101 Avenue of the Americas Loan) becoming a "Required Appraisal Loan" for purposes of the LB-UBS 2005-C3 Pooling and Servicing Agreement. For example, the Pooling and Servicing Agreement provides for a Mortgage Loan to S-229 become a Required Appraisal Mortgage Loan if the borrower declares bankruptcy or if the related borrower is subject to a bankruptcy proceeding. However, the LB-UBS 2005-C3 Pooling and Servicing Agreement provides that a mortgage loan will not become a "Required Appraisal Loan" with respect to which the related borrower is subject to an involuntary bankruptcy proceeding unless such proceeding has not been dismissed within 60 days of commencement thereof. In addition, the Pooling and Servicing Agreement provides that a Mortgage Loan will become a Required Appraisal Mortgage Loan in the event any Balloon Payment on such Mortgage Loan has not been paid by its scheduled maturity date, unless the Master Servicer has, on or prior to 60 days following the stated maturity date, received written evidence from an institutional lender of such lender's binding commitment to refinance the Mortgage Loan within 120 days after the due date of such Balloon Payment (provided that if such refinancing does not occur during such time specified in the commitment, the related Mortgage Loan will immediately become a Required Appraisal Mortgage Loan). In contrast, the LB-UBS 2005-C3 Pooling and Servicing Agreement provides that a mortgage loan will become a "Required Appraisal Loan" if the borrower is delinquent in respect of its Balloon Payment (A) for one (1) Business Day beyond the date on which such Balloon Payment was due (unless clause (B) applies) or (B) if the related borrower has delivered a refinancing commitment acceptable to the LB-UBS 2005-C3 Special Servicer prior to the date when such Balloon Payment was due, for 30 days beyond the date on which such Balloon Payment was due (or for such shorter period ending on the date on which it is determined that the refinancing could not reasonably be expected to occur). In addition, while the Pooling and Servicing Agreement provides that a Mortgage Loan will become a Required Appraisal Mortgage Loan in the event it remains outstanding five years following any extension of its maturity date, the LB-UBS 2005-C3 Pooling and Servicing Agreement provides that a Mortgage Loan will become a "Required Appraisal Loan" in the event it remains outstanding 60 days after the third anniversary of an extension of its stated maturity date. o Pursuant to the LB-UBS 2005-C3 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Special Servicer, after consultation with the applicable operating advisor (to the extent required) and, in certain cases after obtaining a tax opinion, may: (i) reduce the amounts owing under any specially serviced mortgage loan by forgiving principal, accrued interest (including additional interest) or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the monthly payment on any specially serviced mortgage loan, including by way of a reduction in the related interest rate, (iii) forbear in the enforcement of any right granted under any note, mortgage or any other Mortgage Loan document relating to a specially serviced mortgage loan, (iv) accept a principal prepayment on any specially serviced mortgage loan during any lockout period, or (v) extend the maturity of any specially serviced mortgage loan that will produce a greater recovery on a present value basis than failure to take such action with respect to a specially serviced mortgage loan in which a material default has occurred or a payment default is in the LB-UBS 2005-C3 Special Servicer's judgment reasonably foreseeable; provided that any modification, extension, waiver or amendment of the payment terms of the 101 Avenue of the Americas Whole Loan is required to be structured so as to be consistent with the allocation and payment priorities set forth in the related Mortgage Loan documents and the 101 Avenue of the Americas Intercreditor Agreement, such that neither the LB-UBS 2005-C3 Trust Fund, as holder of the 101 Avenue of the Americas Pari Passu Companion Loan, on the one hand, nor the Trust Fund, as holder of the 101 Avenue of the Americas Loan, on the other hand, will gain a priority over any other such holder with respect to any payment, which priority is not, as of the date of the 101 Avenue of the Americas Intercreditor Agreement, reflected in such Mortgage Loan documents and the 101 Avenue of the Americas Intercreditor Agreement. o Purchase Option. With respect to the right of certain parties to purchase mortgage loans that have become either defaulted and/or REO mortgaged properties under the LB-UBS 2005-C3 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Pooling and Servicing Agreement provides that if a mortgage loan has become specially serviced thereunder as to which a default has occurred or is reasonably foreseeable, the LB-UBS 2005-C3 Special Servicer will send out notices to certain parties ("Option Parties") that the related mortgage loan may be purchased at a "Par S-230 Price" generally equal to a cash price that is at least equal to the outstanding principal balance of such mortgage loan and any unreimbursed reasonable costs and expenses with respect such mortgage loan, together, in all cases, with all unpaid interest accrued thereon through the date of sale, all unreimbursed advances and any additional trust fund expenses related to such mortgage loan and the amount of any unpaid servicing fees that were payable by the related borrower. The LB-UBS 2005-C3 Special Servicer will be required to accept the first offer from an Option Party of an amount equal to the Par Price. o If none of the Option Parties exercises to purchase such mortgage loan at the Par Price, each Option Party will also have the option to purchase such mortgage loan at a price equal to the fair value of such mortgage loan. The Option Parties will then engage in a bidding process as more particularly set forth in the LB-UBS 2005-C3 Pooling and Servicing Agreement. If the LB-UBS 2005-C3 Special Servicer has not accepted fair value bid prior to the expiration of 120 days from its determination of the fair value and thereafter receives a fair value bid or a request from an Option Party for an updated fair value price, the LB-UBS 2005-C3 Special Servicer will be required to recalculate the fair value price within the time frame set forth in the LB-UBS 2005-C3 Pooling and Servicing Agreement and repeat the notice and bidding procedure described above until the earlier of (i) the date on which it accepts a fair value bid, and (ii) the date on which the default that such mortgage loan is subject to has been remedied, cured or otherwise resolved (including a work out or pay off) or the LB-UBS 2005-C3 Trust has acquired the related mortgaged property by foreclosure or by deed in lieu of foreclosure. o If the party exercising the purchase option at the fair value price is the LB-UBS 2005-C3 Special Servicer or an affiliate thereof, the LB-UBS 2005-C3 Trustee will be required to verify that the fair value price is at least equal to the fair value of such mortgage loan. In determining whether the fair value price is at least equal to the fair value of such mortgage loan the LB-UBS 2005-C3 Trustee will be permitted to rely on the appraisal obtained by the LB-UBS 2005-C3 Special Servicer and/or to conclusively rely upon the opinion of an independent expert in real estate matters (including the LB-UBS 2005-C3 Master Servicer) that has been retained by the LB-UBS 2005-C3 Trustee at the expense of the LB-UBS 2005-C3 Trust Fund. Any Option Party may assign its purchase option to a third party other than the borrower or, if such assignment would violate the terms of any related intercreditor agreement, any affiliate of the related borrower. The U-Haul Portfolio Loan, and any related REO Property, are being serviced under the pooling and servicing agreement which governs the MSCI 2005-HQ6 Transaction (the "MSCI 2005-HQ6 Pooling and Servicing Agreement"). Accordingly, the master servicer under the MSCI 2005-HQ6 Pooling and Servicing Agreement (the "MSCI 2005-HQ6 Master Servicer") will generally remit collections on the U-Haul Portfolio Loan to or on behalf of the Trust Fund. Although many pooling and servicing agreements relating to rated commercial mortgage-backed securities contain customary provisions regarding servicing, the servicing arrangements under the MSCI 2005-HQ6 Pooling and Servicing Agreement differ in certain respects to the servicing arrangements under the Pooling and Servicing Agreement. In that regard, investors should consider that the description of the servicing arrangements with respect to the Mortgage Loans serviced under the Pooling and Servicing Agreement differ from the servicing arrangements with respect to the U-Haul Portfolio Loan under the MSCI 2005-HQ6 Pooling and Servicing Agreement in certain respects, including, but not limited to: o Wells Fargo Bank, National Association is the MSCI 2005-HQ6 Master Servicer, and CWCapital Asset Management LLC is the MSCI 2005-HQ6 Special Servicer (the "MSCI 2005-HQ6 Special Servicer"). The MSCI 2005-HQ6 Special Servicer is also the special servicer of the mortgage loans included in the Trust Fund. o The MSCI 2005-HQ6 Trustee is LaSalle Bank National Association (the "MSCI 2005-HQ6 Trustee"), who will be the mortgagee of record for the U-Haul Portfolio Loan, and the MSCI 2005-HQ6 Fiscal Agent is ABN AMRO Bank N.V. (the "MSCI 2005-HQ6 Fiscal Agent"). S-231 o The Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise the MSCI 2005-HQ6 Master Servicer, the MSCI 2005-HQ6 Special Servicer, the MSCI 2005-HQ6 Trustee or the MSCI 2005-HQ6 Fiscal Agent or (b) make servicing advances with respect to the U-Haul Portfolio Loan. The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Trustee and the Certificateholders with respect to the U-Haul Portfolio Loan is dependent on its receipt of the corresponding information and/or collections from the MSCI 2005-HQ6 Master Servicer or the MSCI 2005-HQ6 Special Servicer. o Pursuant to the MSCI 2005-HQ6 Pooling and Servicing Agreement, the liquidation fee, the special servicing fee and the workout fee with respect to the U-Haul Portfolio Loan will be generally similar to the corresponding fee payable under the Pooling and Servicing Agreement. o The MSCI 2005-HQ6 Special Servicer will be required to consult with the Special Servicer (who will consult with the Controlling Class Representative) with respect to any proposed action to be taken in respect of U-Haul Portfolio Whole Loan; provided, however, that in the event the MSCI 2005-HQ6 Special Servicer determines that immediate action is necessary, such servicer may determine what action to take without waiting for the Special Servicer's response. The Special Serivcer and the Controlling Class Representative will have two periods of 15 business days to consult with the MSCI 2005-HQ6 Special Servicer, after which, if no agreement is reached, the MSCI 2005-HQ6 Special Servicer will be entitled to take such action as recommended by the MSCI 2005-HQ6 Controlling Class Representative to the extent consistent with accepted servicing practices. o The Master Servicer (or the Trustee or Fiscal Agent, if applicable) will be required to make P&I Advances with respect to the U-Haul Portfolio Loan, unless (i) the Master Servicer, after receiving the necessary information from the MSCI 2005-HQ6 Master Servicer, has determined that such Advance would not be recoverable from collections on the U-Haul Portfolio Loan or (ii) the MSCI 2005-HQ6 Master Servicer has made a similar determination with respect to an advance on the related Companion Loan. o The MSCI 2005-HQ6 Master Servicer is obligated to make servicing advances with respect to the U-Haul Portfolio Whole Loan. If the MSCI 2005-HQ6 Master Servicer determines that a servicing advance it made with respect to the U-Haul Portfolio Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the U-Haul Portfolio Loan and the U-Haul Portfolio Pari Passu Companion Loan, on a pro rata basis (based on each such loan's outstanding principal balance), and then from general collections on all Mortgage Loans and with respect to the U-Haul Portfolio Pari Passu Companion Loan, from general collections of the trust created under the MSCI 2005-HQ6 Pooling and Servicing Agreement, on a pro rata basis (based on each such loan's outstanding principal balance). o Under the MSCI 2005-HQ6 Pooling and Servicing Agreement, if the U-Haul Portfolio Pari Passu Companion Loan is subject to a fair value purchase option, the MSCI 2005-HQ6 Special Servicer will be required to determine the purchase price for the U-Haul Portfolio Pari Passu Companion Loan as well as the U-Haul Portfolio Loan. Pursuant to the MSCI 2005-HQ6 Pooling and Servicing Agreement, if one of the option holders under the MSCI 2005-HQ6 Pooling and Servicing Agreement elects to purchase the U-Haul Portfolio Pari Passu Companion Loan, such option holder must also purchase the U-Haul Portfolio Loan from the trust. o If an event of default under the MSCI 2005-HQ6 Pooling and Servicing Agreement occurs and is continuing with respect to the MSCI 2005-HQ6 Master Servicer or the MSCI 2005-HQ6 Special Servicer, to the extent that it is affected by such event of default, the Controlling Class Representative is entitled to direct the MSCI 2005-HQ6 Trustee to terminate the applicable MSCI 2005-HQ6 Master Servicer or the MSCI 2005-HQ6 Special Servicer with respect to the U-Haul Portfolio Whole Loan, and to cause the appointment of a successor master servicer or special servicer with respect to the U-Haul Portfolio Whole Loan. The appointment of a successor master servicer or special servicer will be subject to receipt of confirmation from each S-232 Rating Agency then rating the Certificates (as well as any rating agency then rating the commercial mortgage pass-through certificates issued under the MSCI 2005-HQ6 Pooling and Servicing Agreement) that the appointment of a successor servicer or special servicer will not result in the downgrade, qualification or withdrawal of the ratings assigned to any Class of Certificates (or such other related certificates). ADDITIONAL MATTERS RELATING TO THE NGP RUBICON GSA POOL WHOLE LOAN The holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan will be a third-party beneficiary of the Pooling and Servicing Agreement, and the Pooling and Servicing Agreement may not be amended in any manner that would materially and adversely affect that holder without its consent. The holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan will have consent rights with respect to any successor special servicer in respect of the NGP Rubicon GSA Pool Whole Loan, and if agreement cannot be reached with the holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan regarding who that successor will be following the termination of the special servicer in connection with an event of default, then a third party designated in accordance with the related Pari Passu Loan Intercreditor Agreement will select the successor subject to such conditions as are set forth in the Pooling and Servicing Agreement. SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES The principal compensation to be paid to the Master Servicer in respect of its servicing activities is the Master Servicing Fee. The "Master Servicing Fee" is payable monthly on a loan-by-loan basis from amounts received in respect of interest on each Mortgage Loan and each Specially Serviced Mortgage Loan (and from REO Revenue with respect to each REO Mortgage Loan), is calculated on the basis of a 360-day year consisting of twelve 30-day months, accrues at the related Master Servicing Fee Rate and is computed on the basis of the same principal amount respecting which any related interest payment due on the Mortgage Loan is computed. The "Master Servicing Fee Rate" is a per annum rate ranging from 0.0200% to 0.1100%. As of the Cut-Off Date the weighted average Master Servicing Fee Rate will be approximately 0.0238% per annum. The Master Servicer will not be entitled to receive a separate fee with respect to a Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. Otherwise, all references in this Section to "Mortgage Loans" will include the Companion Loans unless otherwise specified. The AmericasMart Loan will be serviced by the 2005-C19 Master Servicer, the 101 Avenue of the Americas Loan will be serviced by the LB-UBS 2005-C3 Master Servicer and the U-Haul Portfolio Loan will be serviced by the MSCI 2005-HQ6 Master Servicer. Notwithstanding the foregoing, the Master Servicer will receive a Master Servicing Fee with regards to the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan at a Master Servicing Fee Rate of 0.03%. 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 S-233 other than any Mortgage Loan on which the Special Servicer has waived a prepayment restriction and other than any Companion Loan not owned by the Trust Fund) 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 a Mortgage Loan Seller (as described under "DESCRIPTION OF THE MORTGAGE POOL-- Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement) if purchased within the required time period set forth in the related Mortgage Loan Purchase Agreement, (ii) by the Master Servicer, the Special Servicer, the Majority Subordinate Certificateholder or the purchasing Certificateholder as described under "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement or (iii) in certain other limited circumstances, including in connection with the purchase of the Co-Lender Loans as described under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus supplement. The Special Servicer also is entitled to a "Workout Fee" with respect to each Corrected Mortgage Loan, which is generally equal to 1.0% of all payments of interest and principal received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan, payable by withdrawal from such amounts on deposit in the Certificate Account. If the Special Servicer is terminated or resigns, it will retain the right to receive any and all Workout Fees payable with respect to any Mortgage Loan that became a Corrected Mortgage Loan during the period that it acted as Special Servicer and remained a Corrected Mortgage Loan at the time of its termination or resignation or if the Special Servicer resolved the circumstances and/or conditions (including by way of a modification of the related Mortgage Loan documents) causing the Mortgage Loan to be a Specially Serviced Mortgage Loan, but the Mortgage Loan had not as of the time the Special Servicer is terminated or resigns become a Corrected Mortgage Loan because the related borrower had not made three consecutive monthly debt service payments and subsequently becomes a Corrected Mortgage Loan as a result of making such three consecutive payments. The successor Special Servicer will not be entitled to any portion of those Workout Fees. S-234 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 payment charges and default interest (to the extent not used to offset interest on Advances, Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) and the cost of property inspections as provided in the Pooling and Servicing Agreement) and Prepayment Interest Excesses collected from borrowers on Mortgage Loans. In addition, to the extent the Master Servicer or the Special Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on Advances or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan has been paid and not previously reimbursed to the Trust Fund, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest or Additional Trust Fund Expenses. In addition, each of the Master Servicer and the Special Servicer is authorized to invest or direct the investment of funds held in those accounts maintained by it that relate to the Mortgage Loans or REO Properties, as the case may be, in certain short-term United States government securities and certain other permitted investment grade obligations, and the Master Servicer and the Special Servicer each will be entitled to retain any interest or other income earned on such funds held in those accounts maintained by it, but shall be required to cover any losses on investments of funds held in those accounts maintained by it, from its own funds without any right to reimbursement, except in certain limited circumstances described in the Pooling and Servicing Agreement. Each of the Master Servicer and Special Servicer is, in general, required to pay all ordinary expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement, including the fees of any sub-servicers retained by it, and is not entitled to reimbursement therefor except as expressly provided in the Pooling and Servicing Agreement. However, each of the Master Servicer and Special Servicer is permitted to pay certain of such expenses (including certain expenses incurred as a result of a Mortgage Loan default) directly out of the Certificate Account and at times without regard to the Mortgage Loan with respect to which such expenses were incurred. See "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement and "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certificate Account" and "--Servicing Compensation and Payment of Expenses" in the prospectus. As and to the extent described in this prospectus supplement under "DESCRIPTION OF THE CERTIFICATES--P&I Advances", each of the Master Servicer, the Trustee and the Fiscal Agent is entitled to receive interest, at the Reimbursement Rate, on any reimbursable servicing expenses incurred by it. Such interest will compound annually and will be paid, contemporaneously with the reimbursement of the related servicing expense, first out of late payment charges and default interest received on the related Mortgage Loan during the Collection Period in which such reimbursement is made and then from general collections on the Mortgage Loans then on deposit in the Certificate Account. In addition, to the extent the Master Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on servicing expenses related to such Mortgage Loan has been paid from general collections on deposit in the Certificate Account and not previously reimbursed, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest. 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 (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio 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 S-235 related Mortgage or in connection with a material adverse environmental condition at the related Mortgaged Property, result in a release of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value of the property released, (iv) if such Mortgage Loan is equal to or in excess of 5% of then aggregate current principal balances of all Mortgage Loans or $35,000,000, or is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, permit the transfer of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the related borrower or an equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal of the ratings then assigned to the Certificates, (v) allow any additional lien on the related Mortgaged Property if such Mortgage Loan is equal to or in excess of 2% of 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 (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan), 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 with an original maturity of five years or less with Controlling Class approval for up to two six-month extensions), and/or (v) accept a principal prepayment during any Lockout Period; provided that (x) the related borrower is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default by the borrower is reasonably foreseeable, (y) in the reasonable, good faith judgment of the Special Servicer, such modification, would increase the recovery to Certificateholders 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 (other than the S-236 AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan), subject to certain rights of the holders of the related Companion Loans, of any material modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan, and to deliver to the Trustee or the related Custodian (with a copy to the Master Servicer), for deposit in the related Mortgage File, an original counterpart of the agreement related to such modification, waiver or amendment, promptly (and in any event within ten business days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan is effected are required to be available for review during normal business hours at the offices of the Special Servicer. See "DESCRIPTION OF THE CERTIFICATES--Reports to Certificateholders; Available Information" in this prospectus supplement. For any Mortgage Loan other than a Specially Serviced Mortgage Loan and/or the Non-Serviced Pari Passu Loans and subject to the rights of the Special Servicer, and, with respect to the Co-Lender Loans (other than the Non-Serviced Pari Passu Loans), subject to certain rights of the holders of the related Companion Loans, 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 and certain Companion Loans, nor the holder(s) of the related Companion Loans gain a priority over the other such holder that is not reflected in the related loan documents and the related Intercreditor Agreement. THE CONTROLLING CLASS REPRESENTATIVE Subject to the succeeding paragraphs, and other than with respect to the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, 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; S-237 (vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause; (vii) any release of any performance or "earn-out" reserves, escrows or letters of credit; (viii) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan (other than in connection with a defeasance permitted under the terms of the applicable Mortgage Loan documents); (ix) any termination of the related property manager for Mortgage Loans having an outstanding principal balance of greater than $5,000,000; (x) any termination of, or modification of, any applicable franchise agreements related to any Mortgage Loan secured by a hotel; (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. Cadim TACH inc., or an affiliate, will be the initial Controlling Class Representative. Notwithstanding the foregoing, with respect to the NGP Rubicon GSA Pool Loan, pursuant to the related Pari Passu Loan Intercreditor Agreement, the Controlling Class Representative will generally share with the holder of the related Pari Passu Companion Loan or its designee, the rights of the Controlling Class Representative described in the preceding two paragraphs with respect to the NGP Rubicon GSA Pool Whole Loan. In general, if the Controlling Class Representative is required or permitted to give its consent or advice or otherwise take any action with respect to the NGP Rubicon GSA Pool Whole Loan, then it must act jointly with the holder of the related Pari Passu Companion Loan or its designee. If the Controlling Class Representative and the holder of the related Pari Passu Companion Loan or its designee cannot agree with respect to the subject advice, consent or other action, the related Pari Passu Loan Intercreditor Agreement requires that the two parties contract with a third-party operating advisor designated under the related Pari Passu Loan Intercreditor Agreement to resolve such disagreement, and the decision of such third-party operating advisor will be binding upon the Controlling Class Representative and the holder of the related Pari Passu Companion Loan or its designee in accordance with the related Pari Passu Loan Intercreditor Agreement. Consistent with the foregoing, if the Controlling Class Representative and the holder of the related Pari Passu Companion Loan or its designee cannot agree (i.e., one objects and one does not) within the 10-business day consent period referred to in the first paragraph of this "--The Controlling Class Representative" section, then the third-party operating advisor will be permitted an additional 30 days to decide whether or not to object to the proposed action with respect to the NGP Rubicon GSA Pool Whole Loan. In addition, the actions as to which the Controlling Class Representative and the holder of the related Pari Passu Companion Loan or its designee may advise and will have consent rights in the case of the NGP Rubicon GSA Pool Whole Loan vary to some extent from the actions described in clauses (i) through (xii) referred to in the first paragraph of this "--The Controlling Class Representative" section. It is anticipated that the NGP Rubicon GSA Pool Pari Passu Companion Loan will be included in a commercial mortgage securitization and that the designee of the holder thereof will be the holder(s) of securities issued in connection with that securitization or a designated representative thereof. Pursuant to the 2005-C19 Pooling and Servicing Agreement and the related Pari Passu Loan Intercreditor Agreements, with respect to the AmericasMart Loan, the Controlling Class Representative S-238 will generally share with the controlling class representative under the 2005-C19 Pooling and Servicing Agreement (the "2005-C19 Controlling Class Representative") the rights given to the 2005-C19 Controlling Class Representative under the 2005-C19 Pooling and Servicing Agreement to direct the 2005-C19 Master Servicer and/or 2005-C19 Special Servicer with respect to the servicing of the AmericasMart Loan and the related Pari Passu Companion Loan. In general, in the event that the 2005-C19 Controlling Class Representative is required to give its consent or advice or otherwise take any action with respect to the AmericasMart Loan, the 2005-C19 Controlling Class Representative will generally be required to confer with the Controlling Class Representative regarding such advice or consent. In the event that the 2005-C19 Controlling Class Representative and the Controlling Class Representative disagree with respect to such advice, consent or action, the related Pari Passu Loan Intercreditor Agreement and the 2005-C19 Pooling and Servicing Agreement provide that the 2005-C19 Controlling Class Representative and the Controlling Class Representative will contract with a third party designated under the related Pari Passu Loan Intercreditor Agreement to resolve such disagreement and the decision of such third party will be binding upon the 2005-C19 Controlling Class Representative and the Controlling Class Representative in accordance with the related Pari Passu Loan Intercreditor Agreement. Pursuant to the terms of the LB-UBS Pooling and Servicing Agreement and the 101 Avenue of the Americas Pari Passu Intercreditor Agreement, the Controlling Class Representative will be entitled to consult with the LB-UBS 2005-C3 Master Servicer and the LB-UBS 2005-C3 Special Servicer with respect to certain actions relating to the 101 Avenue of the Americas Loan; provided, however, following the required consultation, in the event that the LB-UBS 2005-C3 Master Servicer or the LB-UBS 2005-C3 Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the holders of the 101 Avenue of the Americas Pari Passu Companion Loan and the 101 Avenue of the Americas Loan (as a collective whole), such servicer may take any such action, to the extent consistent with accepted servicing practices, without waiting for the Controlling Class Representative's response. Pursuant to the MSCI 2005-HQ6 Pooling and Servicing Agreement and the related Pari Passu Loan Intercreditor Agreement with respect to the U-Haul Portfolio Loan, the Controlling Class Representative through the Special Servicer will be entitled to consult with the MSCI 2005-HQ6 Special Servicer with respect to any proposed action to be taken in respect of U-Haul Portfolio Whole Loan; provided, however, that in the event the MSCI 2005-HQ6 Special Servicer determines that immediate action is necessary, such servicer may determine what action to take without waiting for the Special Servicer's response. If no agreement is reached after certain specified time periods, the MSCI 2005-HQ6 Special Servicer is entitled to take such action as recommended by the MSCI 2005-HQ6 Controlling Class Representative to the extent consistent with accepted servicing practices. In addition, the holder of a Caplease Companion Loan may exercise certain approval rights relating to a modification of such Caplease Companion Loan that materially and adversely affects the holder of such Caplease Companion Loan prior to the expiration of the related repurchase period. In addition, the holder of the Caplease Companion Loan may exercise certain approval rights relating to a modification of the related Caplease Loan or Caplease Companion Loan that materially and adversely affects the holder of the related Caplease Companion Loan and certain other matters related to Defaulted Lease Claims. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans--Caplease Loans--Servicing Provisions of the Caplease Intercreditor Agreements" in this prospectus supplement. Limitation on Liability of the Controlling Class Representative. The Controlling Class Representative will not have any liability to the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided, however, that the Controlling Class Representative will not be protected against any liability to a Controlling Class Certificateholder which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties. By its acceptance of a Certificate, each Certificateholder confirms its understanding that the Controlling Class Representative may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates, and that the Controlling Class Representative may have special relationships and interests that conflict with those of holders of some Classes of the Certificates; and each Certificateholder agrees to take no action against the Controlling Class Representative or any of its respective officers, directors, employees, S-239 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 (other than the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio 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 S-240 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, any Mortgage Loan Seller, the Special Servicer, the Master Servicer or the Trust Fund. Notwithstanding the foregoing, nothing herein shall limit the liability of the Master Servicer, the Special Servicer or the Trustee to the Trust Fund and the Certificateholders for failure to perform its duties in accordance with the Pooling and Servicing Agreement. None of the Special Servicer, the Master Servicer, the Depositor or the Trustee shall have any liability to the Trust Fund or any Certificateholder with respect to the price at which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance with the terms of the Pooling and Servicing Agreement. The proceeds of any sale after deduction of the expenses of such sale incurred in connection therewith shall be deposited within one business day in the Certificate Account. S-241 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 (other than the Mortgaged Property related to the AmericasMart Loan, the 101 Avenue of the Americas Loan or the U-Haul Portfolio Loan) 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; provided, however with respect to inspections prepared by the Special Servicer, such expense 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 (other than the Mortgaged Property related to the AmericasMart Loan, the 101 Avenue of the Americas Loan or the U-Haul Portfolio 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 (other than the Mortgaged Property related to the AmericasMart Loan, the 101 Avenue of the Americas Loan or the U-Haul Portfolio Loan) and to cause annual operating statements to be prepared for each REO Property. Generally, the Mortgage Loans require the related borrower to deliver an annual property operating statement. However, there can be no assurance that any operating statements required to be delivered will in fact be delivered, nor is the Master Servicer or Special Servicer likely to have any practical means of compelling such delivery in the case of an otherwise performing Mortgage Loan. Copies of the inspection reports and operating statements referred to above are required to be available for review by Certificateholders during normal business hours at the offices of the Special Servicer or the Master Servicer, as applicable. See "DESCRIPTION OF THE CERTIFICATES--Reports to Certificateholders; Available Information" in this prospectus supplement. S-242 DESCRIPTION OF THE CERTIFICATES GENERAL The Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C20 (the "Certificates") will be issued pursuant to a pooling and servicing agreement, dated as of August 1, 2005, among the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent (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 Class A-3FL Floating Rate Account, the Class A-MFL 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 each Mortgage Loan Purchase Agreement relating to Mortgage Loan document delivery requirements and the representations and warranties of the Mortgage Loan Sellers regarding the Mortgage Loans; and (v) certain rights under the Swap Contracts. The Certificates consist of the following classes (each, a "Class") designated as: (i) the Class A-1, Class A-2, Class A-3FL, A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 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 (together, the "Class X Certificates" and, together 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-3FL, A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, Class A-1A, 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 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-3FL Regular Interest" and the "Class A-MFL Regular Interest" will also be issued by the Trust Fund as uncertificated regular interests in one of the REMICs. Neither the Class A-3FL Regular Interest nor the Class A-MFL Regular Interest will be offered by this prospectus supplement separately from the Class A-3FL Certificates and the Class A-MFL Certificates, respectively. The Depositor will transfer the Class A-3FL Regular Interest and the Class A-MFL Regular Interest to the Trust Fund in exchange for the Class A-3FL Certificates and the Class A-MFL Certificates, respectively. The Class A-3FL Certificates and the Class A-MFL Certificates are offered by this prospectus supplement. The Class A-3FL Certificates will represent all of the beneficial ownership interest in the portion of the Trust Fund that consists of the Class A-3FL Regular Interest, the Class A-3FL Floating Rate Account and the Class A-3FL Swap Contract. 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 Class A-MFL Floating Rate Account and the Class A-MFL Swap Contract. S-243 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 "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 S-244 nominee for DTC. DTC will forward such payments, reports and notices to its Participants, which thereafter will forward them to Indirect Participants, Clearstream, the Euroclear Operator or holders of Offered Certificates, as applicable. Under the rules, regulations and procedures creating and affecting DTC and its operations (the "Rules"), DTC is required to make book-entry transfers of Offered Certificates among Participants on whose behalf it acts with respect to the Offered Certificates and to receive and transmit distributions of principal of, and interest on, the Offered Certificates. Participants and Indirect Participants with which the holders of Offered Certificates have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective holders of Offered Certificates. Accordingly, although the holders of Offered Certificates will not possess the Offered Certificates, the Rules provide a mechanism by which Participants will receive payments on Offered Certificates and will be able to transfer their interest. Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates to pledge such Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Certificates, may be limited due to the lack of a physical certificate for such Certificates. 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, the Trustee or the Fiscal Agent 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-245 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 ................................................. $ 85,000,000 2.320% Class A-2 Certificates ................................................. $148,096,000 4.042% Class A-3FL Certificates ............................................... $179,875,000 4.909% Class A-3FX Certificates ............................................... $179,875,000 4.909% Class A-4 Certificates ................................................. $225,000,000 6.141% Class A-5 Certificates ................................................. $121,177,000 3.307% Class A-6 Certificates ................................................. $268,951,000 7.341% Class A-PB Certificates ................................................ $175,888,000 4.801% Class A-7 Certificates ................................................. $861,941,000 23.526% Class A-1A Certificates ................................................ $318,883,000 8.704% Class A-MFL Certificates ............................................... $183,192,000 5.000% Class A-MFX Certificates ............................................... $183,192,000 5.000% Class A-J Certificates ................................................. $274,788,000 7.500% Class B Certificates ................................................... $ 77,856,000 2.125% Class C Certificates ................................................... $ 27,479,000 0.750% Class D Certificates ................................................... $ 68,697,000 1.875% Non-Offered Certificates (other than the Class X Certificates) ......... $283,947,891 7.750% </TABLE> The "Certificate Balance" of any Class of Sequential Pay Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest (and, correspondingly, the Class A-3FL Certificates and the Class A-MFL Certificates, respectively) 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-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest (and, correspondingly, the Class A-3FL Certificates and the Class A-MFL Certificates, respectively), 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-3FL Certificates and 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-3FL Regular Interest and the Class A-MFL Regular Interest, respectively. 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 (other than the Class A-3FL and Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest on such Distribution Date. The initial Notional Amount of the Class X-C Certificates will equal approximately $3,663,837,891 (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 February 2006, the sum of (a) the lesser of $80,923,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $318,381,000 and the Certificate S-246 Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balance of the Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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-3FL Regular Interest and Class A-MFL Regular Interest; (ii) after the Distribution Date in February 2006, through and including the Distribution Date in August 2006, the sum of (a) the lesser of $75,588,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $317,733,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balance of the Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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-3FL Regular Interest and Class A-MFL Regular Interest; (iii) after the Distribution Date in August 2006, through and including the Distribution Date in February 2007, the sum of (a) the lesser of $14,507,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $311,871,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balance of the Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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-3FL Regular Interest and Class A-MFL Regular Interest; (iv) after the Distribution Date in February 2007, through and including the Distribution Date in August 2007, the sum of (a) the lesser of $91,992,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $305,004,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balance of the Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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-3FL Regular Interest and Class A-MFL Regular Interest; (v) after the Distribution Date in August 2007, through and including the Distribution Date in February 2008, the sum of (a) the lesser of $22,590,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $298,056,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balance of the Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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-3FL Regular Interest and Class A-MFL Regular Interest; (vi) after the Distribution Date in February 2008, through and including the Distribution Date in August 2008, the sum of (a) the lesser of $157,228,000 and the Certificate Balance of the Class A-3FX Certificates and the Class A-3FL Regular Interest, (b) the lesser of $291,278,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balance of the Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, Class A-MFX, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G Certificates and Class A-MFL Regular Interest and (d) the lesser of $26,468,000 and the Certificate Balance of the Class H Certificates; (vii) after the Distribution Date in August 2008, through and including the Distribution Date in February 2009, the sum of (a) the lesser of $123,578,000 and the Certificate Balance of the Class A-3FX Certificates and the Class A-3FL Regular Interest, (b) the lesser of $284,461,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balance of the Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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 $24,102,000 and the Certificate Balance of the Class G Certificates; (viii) after the Distribution Date in February 2009, through and including the Distribution Date in August 2009, the sum of (a) the lesser of $90,532,000 and the Certificate Balance of the Class A-3FX Certificates and the Class A-3FL Regular Interest, (b) the lesser of $277,772,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balance of the Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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 $32,032,000 and the Certificate Balance of the Class F Certificates; S-247 (ix) after the Distribution Date in August 2009, through and including the Distribution Date in February 2010, the sum of (a) the lesser of $58,572,000 and the Certificate Balance of the Class A-3FX Certificates and the Class A-3FL Regular Interest, (b) the lesser of $246,798,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balance of the Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, 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 $41,072,000 and the Certificate Balance of the Class E Certificates; (x) after the Distribution Date in February 2010, through and including the Distribution Date in August 2010, the sum of (a) the lesser of $87,166,000 and the Certificate Balance of the Class A-6 Certificates, (b) the lesser of $240,389,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balance of the Class A-PB, Class A-7, 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 $10,095,000 and the Certificate Balance of the Class E Certificates; (xi) after the Distribution Date in August 2010, through and including the Distribution Date in February 2011, the sum of (a) the lesser of $49,094,000 and the Certificate Balance of the Class A-6 Certificates, (b) the lesser of $163,809,000 and the Certificate Balance of the Class A-PB Certificates, (c) the lesser of $234,520,000 and the Certificate Balance of the Class A-1A Certificates, (d) the aggregate Certificate Balance of the Class A-7, Class A-MFX, Class A-J, Class B and Class C Certificates and the Class A-MFL Regular Interest and (e) the lesser of $54,981,000 and the Certificate Balance of the Class D Certificates; (xii) after the Distribution Date in February 2011, through and including the Distribution Date in August 2011, the sum of (a) the lesser of $114,301,000 and the Certificate Balance of the Class A-PB Certificates, (b) the lesser of $228,741,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balance of the Class A-7, Class A-MFX, Class A-J, Class B and Class C Certificates and the Class A-MFL Regular Interest and (d) the lesser of $32,148,000 and the Certificate Balance of the Class D Certificates; (xiii) after the Distribution Date in August 2011, through and including the Distribution Date in February 2012, the sum of (a) the lesser of $29,825,000 and the Certificate Balance of the Class A-PB Certificates, (b) the lesser of $223,207,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balance of the Class A-7, Class A-MFX, Class A-J, Class B and Class C Certificates and the Class A-MFL Regular Interest and (d) the lesser of $10,855,000 and the Certificate Balance of the Class D Certificates; (xiv) after the Distribution Date in February 2012, through and including the Distribution Date in August 2012, the sum of (a) the lesser of $671,547,000 and the Certificate Balance of the Class A-7 Certificates, (b) the lesser of $214,549,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balance of the Class A-MFX, Class A-J and Class B Certificates and the Class A-MFL Regular Interest and (d) the lesser of $18,167,000 and the Certificate Balance of the Class C Certificates; and (xv) after the Distribution Date in August 2012, $0. The initial Notional Amount of the Class X-P Certificates will be $3,531,024,000. The Certificate Balance of any Class of Sequential Pay Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest will be reduced by the amount of Mortgage Deferred S-248 Interest allocable to such Class (any such amount, "Certificate Deferred Interest"). With respect to the Sequential Pay Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest 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-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7 and Class A-1A Certificates and the Class A-3FL Regular Interest, which amounts shall be applied pro rata (based on remaining Class Certificate Balances) to such Classes). The Certificate Balance of each Class of Sequential Pay Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and 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-3FL Regular Interest and the Class A-MFL Regular Interest will result in a corresponding increase in the Certificate Balance of the Class A-3FL Certificates and the Class A-MFL Certificates, respectively. Any increase in the Certificate Balance of a Class of Sequential Pay Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and 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-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, Class A-1A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G or Class H Certificates or the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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 (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-3FL Regular Interest 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. PASS-THROUGH RATES The Pass-Through Rate applicable to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-PB, Class A-7, Class A-1A, Class A-MFX, Class A-J, Class B, Class C and Class D Certificates and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest for each Distribution Date is a per annum rate equal to %. 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-3FL Certificates is a per annum rate equal to LIBOR plus %; provided, however, under certain circumstances described under "DESCRIPTION OF THE SWAP CONTRACTS--The Swap Contracts" in this prospectus supplement, the Pass-Through Rate on the Class A-3FL Certificates may be effectively reduced or may convert to a per annum rate equal to the Pass-Through Rate on the Class A-3FL Regular Interest. 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 CONTRACTS--The Swap Contracts" in this prospectus supplement, the Pass-Through Rate on the Class A-MFL Certificates may convert to a per annum rate equal to the Pass-Through Rate on the Class A-MFL Regular Interest. S-249 The term "LIBOR" means, with respect to the Class A-3FL Certificates and 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-3FL Certificates and 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. 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); provided that if, on the Distribution Date in August 2015, the Class A-MFL Certificates remain outstanding and the Class A-MFL Swap Contract is in effect, the Pass-Through Rate applicable to the Class X-C Certificates shall be reduced by an amount up to 0.1% (the "Class X-C Pass-Through Rate Reduction Percentage") for each subsequent Distribution Date until such time as (i) the Class A-MFL Certificates are no longer outstanding or (ii) the Pass-Through Rate applicable to the Class A-MFL Certificates converts to a fixed rate. 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-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest. In general, the Certificate Balance of each Class of Sequential Pay Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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 S-250 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 August 2012, the "Class X-C Strip Rate" for each Class X-C Component will be calculated as follows: (1) if such Class X-C Component consists of the entire Certificate Balance of any Class of Sequential Pay Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest or the Class A-MFL Regular Interest. For each Distribution Date after the Distribution Date in August 2012, the entire Certificate Balance of each Class of Sequential Pay Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest or the Class A-MFL Regular Interest. S-251 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest or 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-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and 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 August 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 August 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-3FL Regular Interest 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-3FL Regular Interest 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-3FL Regular Interest 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-3FL Certificates and 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-3FL Certificates and the Class A-MFL Certificates, converts to a fixed rate, the Class A-3FL Certificates and the Class A-MFL Certificates will accrue interest on the same basis as the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, respectively. With respect to any Class of REMIC Regular Certificates and the Class A-3FL Regular Interest 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-3FL Certificates or 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-3FL Certificates or the Class A-MFL Certificates converts to a fixed rate, such accrual period shall be on the same basis as the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, respectively. See "DESCRIPTION OF THE SWAP CONTRACTS" 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 as of the commencement of the related Collection S-252 Period, weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date; provided that, for the purpose of determining the Weighted Average Net Mortgage Rate only, if the Mortgage Rate for any Mortgage Loan has been modified in connection with a bankruptcy or similar proceeding involving the related borrower or a modification, waiver or amendment granted or agreed to by the Special Servicer, the Weighted Average Net Mortgage Rate for such Mortgage Loan will be calculated without regard to such event. The "Net Mortgage Rate" for each Mortgage Loan will generally equal (x) the Mortgage Rate in effect for such Mortgage Loan, minus (y) the applicable Administrative Cost Rate for such Mortgage Loan. Notwithstanding the foregoing, because no Mortgage Loan, other than 4 Mortgage Loans (loan numbers 23, 29, 152 and 171), representing 1.8% of the Cut-Off Date Pool Balance (1.9% of the Cut-Off Date Group 1 Balance), 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 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, 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 September 2005. DISTRIBUTIONS General. Except as described below with respect to the Class Z Certificates, distributions on the Certificates are made by the Trustee, to the extent of the Available Distribution Amount, on the fourth business day following the related Determination Date (each, a "Distribution Date"). Except as described below, all such distributions will be made to the persons in whose names the Certificates are registered (the "Certificateholders") at the close of business on the last business day of the month preceding the S-253 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 September 2005. The amount allocated to the Class A-3FL Regular Interest and the Class A-MFL Regular Interest on each Distribution Date will be deposited into the related Floating Rate Account, less the portion of such amount, if any, due to the related Swap Counterparty under the related Swap Contracts with respect to such related Distribution Date. In addition, amounts payable to the Trust Fund by the related Swap Counterparty under the related Swap Contracts with respect to the related Distribution Date will be deposited into the related Floating Rate Account. See "DESCRIPTION OF THE SWAP CONTRACTS" 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-3FL, Class A-MFL, Class R-I, Class R-II and Class Z Certificateholders) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest (and, therefore, to the Class A-3FL Certificateholders and the Class A-MFL Certificateholders, respectively) on each related Distribution Date (the "Available Distribution Amount") will, in general, equal the sum of the following amounts: (a) the total amount of all cash received on or in respect of the Mortgage Loans and any REO Properties by the Master Servicer (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); and (vi) if such Distribution Date occurs in February of any year or during January of any year that is not a leap year, the Interest Reserve Amounts with respect to the Mortgage Loans to be deposited in the Interest Reserve Account and held for future distribution; (b) all P&I Advances made by the Master Servicer, the Trustee or the Fiscal Agent with respect to such Distribution Date; (c) any Compensating Interest Payment made by the Master Servicer to cover the aggregate of any Prepayment Interest Shortfalls experienced during the related Collection Period (other than any Compensating Interest Payment made on any Companion Loan); and (d) if such Distribution Date occurs during March of any year or if such Distribution Date is the final Distribution Date and occurs in February or, if such year is not a leap year, in January, the aggregate of the Interest Reserve Amounts then on deposit in the Interest Reserve Account in respect of each Mortgage Loan. S-254 The aggregate amount available for distributions to the holders of the Class A-3FL Certificates on each Distribution Date (the "Class A-3FL Available Funds") will equal the sum of (i) the total amount of all principal and/or interest distributions on or in respect of the Class A-3FL Regular Interest with respect to such Distribution Date and (ii) the amount, if any, received from the Class A-3FL Swap Counterparty pursuant to the Class A-3FL Swap Contract, less (iii) all amounts required to be paid to the Class A-3FL Swap Counterparty pursuant to the Class A-3FL Swap Contract for such related Distribution Date. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement. 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 the Class A-MFL Swap Counterparty pursuant to the Class A-MFL Swap Contract, less (iii) all amounts required to be paid to the Class A-MFL Swap Counterparty pursuant to the Class A-MFL Swap Contract for such related Distribution Date. See "DESCRIPTION OF THE SWAP CONTRACTS" 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 "--Allocation of Prepayment Premiums and Yield Maintenance Charges" below. All amounts received by the Trust Fund with respect to any Co-Lender Loan will be applied to amounts due and owing under the related loan (including for principal and accrued and unpaid interest) in accordance with the provisions of the related loan documents, the related Intercreditor Agreement and the Pooling and Servicing Agreement. Interest Reserve Account. The Trustee will establish and maintain an "Interest Reserve Account" in the name of the Trustee for the benefit of the holders of the Certificates. With respect to each Distribution Date occurring in February and each Distribution Date occurring in any January which occurs in a year that is not a leap year, there will be withdrawn from the Certificate Account and deposited to the Interest Reserve Account in respect of each Mortgage Loan (the "Interest Reserve Loans") which accrues interest on an Actual/360 basis an amount equal to one day's interest at the related Mortgage Rate on its Stated Principal Balance, as of the Due Date in the month in which such Distribution Date occurs, to the extent a Periodic Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any consecutive January (if applicable) and February in respect of each Interest Reserve Loan, the "Interest Reserve Amount"). With respect to each Distribution Date occurring in March, or in the event the final Distribution Date occurs in February or, if such year is not a leap year, in January, there will be withdrawn from the Interest Reserve Account the amounts deposited from the immediately preceding February and, if applicable, January, and such withdrawn amount is to be included as part of the Available Distribution Amount for such Distribution Date. Certificate Account. The Master Servicer will establish and will maintain a "Certificate Account" in the name of the Trustee for the benefit of the Certificateholders and will maintain the Certificate Account as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. Funds on deposit in the Certificate Account will be used to make distributions on the Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest. Distribution Account. The Trustee will establish and will maintain a "Distribution Account" in the name of the Trustee for the benefit of the Certificateholders and will maintain the Distribution Account as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. Funds on deposit in the Distribution Account, to the extent of the Available Distribution Amount will be used to make distributions on the Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest. S-255 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. Class A-3FL Floating Rate Account. On or before the Closing Date, the Trustee will establish and maintain a "Class A-3FL Floating Rate Account" in trust for the benefit of the holders of the Class A-3FL Certificates, as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. The Class A-3FL Floating Rate Account may be a subaccount of the Distribution Account. Promptly upon receipt of any payment or other receipt in respect of the Class A-3FL Regular Interest or the Class A-3FL Swap Contract, the Trustee will deposit the same into the Class A-3FL Floating Rate Account. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement. Class A-MFL Floating Rate Account. On or before the Closing Date, the Trustee will establish and maintain a "Class A-MFL 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 Class A-MFL 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 Class A-MFL Swap Contract, the Trustee will deposit the same into the Class A-MFL Floating Rate Account. See "DESCRIPTION OF THE SWAP CONTRACTS" 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, 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-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates and Class A-7 Certificates and the Class A-3FL Regular Interest, pro rata, in accordance with the amounts of Distributable Certificate Interest in respect of such Classes of Certificates and the Class A-3FL Regular Interest on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of such Classes of Certificates and the Class A-3FL Regular Interest 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 and the Class A-3FL Regular Interest as described above, the Available Distribution Amount will be allocated among the above Classes of Certificates and the Class A-3FL Regular Interest without regard to Loan Group, pro rata, in accordance with the respective amounts of Distributable Certificate Interest in respect of such Classes of S-256 Certificates and the Class A-3FL Regular Interest on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of each such Class of Certificates and the Class A-3FL Regular Interest 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 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-3FX Certificates and the Class A-3FL Regular Interest, pro rata (based upon the Certificate Balance of such Class of Certificates and such Regular Interest immediately prior to such Distribution Date) in an aggregate amount (not to exceed the then outstanding Certificate Balance of the Class A-3FX Certificates and Class A-3FL Regular Interest) 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 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, Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates and the Class A-3FL Regular Interest 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-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 S-257 Class A-PB Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3FX Certificates and Class A-3FL Regular Interest 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, Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates and the Class A-4 Certificates and the Class A-3FL Regular Interest as set forth in clauses (2), (3), (4), (5) 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-3FX Certificates and the Class A-4 Certificates and the Class A-3FL Regular Interest on such Distribution Date; (8) after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates and the Class A-5 Certificates and the Class A-3FL Regular Interest as set forth in clauses (2), (3), (4), (5), (6) and (7) 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-3FX Certificates, the Class A-4 Certificates and the Class A-5 Certificates and the Class A-3FL Regular Interest on such Distribution Date; (9) after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates and the Class A-6 Certificates and the Class A-3FL Regular Interest 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-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-3FX Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the Class A-6 Certificates and the Class A-3FL Regular Interest on such Distribution Date; (10) 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-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates and the Class A-PB Certificates and the Class A-3FL Regular Interest as set forth in clauses (2), (3), (4), (5), (6), (7), (8) and (9) above, to distributions of principal to the holders of the Class A-7 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-7 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-3FX Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the Class A-6 Certificates and the Class A-3FL Regular Interest on such Distribution Date; S-258 (11) 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 Certificates) equal to the Loan Group 2 Principal Distribution Amount for such Distribution and, after the Class A-PB Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates and Class A-7 Certificates and the Class A-3FL Regular Interest have been retired, the Loan Group 1 Principal Distribution Amount remaining after payments to the Class A-PB Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, the Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates and Class A-7 Certificates and the Class A-3FL Regular Interest have been made on such Distribution Date; (12) to distributions to the holders of the Class A-PB Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates and Class A-7 Certificates and the Class A-3FL Regular Interest 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 the Class A-3FL Regular Interest 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; (13) to distribution of interest to the holders of the Class A-MFL Regular Interest and the Class A-MFX Certificates, pro rata, in accordance with the amounts of Distributable Certificate Interest in respect of the Class A-MFL Regular Interest and the Class A-MFX Certificates on such Distribution Date, 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; (14) after the Class A Certificates and the Class A-3FL Regular Interest 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 an aggregate amount (not to exceed the then outstanding Certificate Balance of the Class A-MFX Certificates and the Class A-MFL Regular Interest) 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-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates and Class A-7 Certificates and the Class A-3FL Regular Interest and/or Class A-1A Certificates on such Distribution Date; (15) to distributions to the holders of the Class A-MFL Regular Interest and the Class A-MFX Certificates, pro rata, in accordance with the respective amounts of Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and Regular Interest, 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; (16) 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; (17) after all Classes of Certificates with an earlier priority of distribution, the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of payment; (18) 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; S-259 (19) 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; (20) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (21) 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; (22) 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; (23) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (24) 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; (25) 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; (26) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (27) 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; (28) 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; (29) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; S-260 (30) 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; (31) 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; (32) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (33) 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; (34) 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; (35) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (36) 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; (37) 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; (38) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (39) 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; (40) 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; (41) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest have been retired, to distributions of principal to the holders of the Class J Certificates in an amount (not to exceed the then S-261 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (42) 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; (43) 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; (44) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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 and/or the Class A-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (45) 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; (46) 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; (47) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (48) 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; (49) 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; (50) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (51) 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; (52) 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; S-262 (53) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (54) 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; (55) 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; (56) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (57) 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; (58) 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; (59) after all Classes of Certificates with an earlier priority of distribution and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest 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-3FL Regular Interest and/or the Class A-MFL Regular Interest with an earlier priority of distribution on such Distribution Date; (60) 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 (61) 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 (60) 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), (10) and (11) above with respect to the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3FX Certificates, the Class A-4 Certificates, the Class A-5, Class A-6, Class A-PB, Class A-7 and the Class A-1A Certificates and the Class A-3FL Regular Interest will be so made to the holders of the respective Classes of such Certificates and the Class A-3FL Regular Interest which remain outstanding up to an amount equal to, and pro rata as among such Classes of Certificates and the Class A-3FL Regular Interest in accordance with, the respective then outstanding Certificate Balances of such Classes of Certificates and the Class A-3FL Regular Interest and without regard to the Principal Distribution Amount for such date. S-263 Distributions on the Class A-3FL Certificates. On each Distribution Date, for so long as the Certificate Balance of the Class A-3FL Certificates has not been reduced to zero, the Trustee is required to apply amounts on deposit in the Class A-3FL Floating Rate Account to the extent of the Class A-3FL Available Funds, in the following order of priority: First, to the holders of the A-3FL Certificates, in respect of interest, up to an amount equal to the Class A-3FL Interest Distribution Amount; Second, to the holders of the Class A-3FL Certificates, in respect of principal, up to an amount equal to the Class A-3FL Principal Distribution Amount until the Certificate Balance of such Class is reduced to zero; Third, to the holders of the Class A-3FL Certificates, until all Realized Losses and Additional Trust Fund Expenses previously allocated to the Class A-3FL Certificates (as a result of the allocation of the Realized Losses and Additional Trust Fund Expenses to the Class A-3FL Regular Interest) but not previously reimbursed, have been reimbursed in full; Fourth, to pay any termination payments, if any, to the Class A-3FL Swap Counterparty; and Fifth, any remaining amount to the holders of the Class A-3FL Certificates. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement. 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 Class A-MFL 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 of the Realized Losses and Additional Trust Fund Expenses to the Class A-MFL Regular Interest) but not previously reimbursed, have been reimbursed in full; Fourth, to pay any termination payments, if any, to the Class A-MFL Swap Counterparty; and Fifth, any remaining amount to the holders of the Class A-MFL Certificates. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement. Distributable Certificate Interest. The "Distributable Certificate Interest" equals with respect to each Class of Sequential Pay Certificates and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest for each Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and S-264 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest or the Class A-MFL Regular Interest for such Distribution Date accrued for the related Interest Accrual Period on the related Certificate Balance 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-3FL Certificates and the Class A-MFL Certificates and the Class X Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest 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-3FL Certificates and the Class A-MFL Certificates and the Class X Certificates) or the Class A-3FL Regular Interest or the Class A-MFL Regular Interest for such Distribution Date. Any such Prepayment Interest Shortfalls allocated to the Certificates or the Class A-3FL Regular Interest 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 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. This allocation will cause a Prepayment Interest Shortfall with respect to each of the AmericasMart Whole Loan, the NGP Rubicon GSA Pool Whole Loan, the 1000 & 1100 Wilson Whole Loan, the Westfield San Francisco Centre Whole Loan, the 101 Avenue of the Americas Whole Loan and the U-Haul Portfolio Whole Loan to be allocated, pro rata, between the related Pari Passu Companion Loan and the related Pari Passu Loan with any Prepayment Interest Shortfall allocated to the related Pari Passu Loan, net of amounts payable by the Master Servicer, to be included in the Net Aggregate Prepayment Interest Shortfall. Principal Distribution Amount. So long as both the Class A-7 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", respectively). On each Distribution Date after the Certificate Balances of either the Class A-7 Certificates 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, the Trustee, the Fiscal Agent, the 2005-C19 Master Servicer, the LB-UBS 2005-C3 Master Servicer or the MSCI 2005-HQ6 Master Servicer, as applicable: (a) 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, 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, the Trustee, the Fiscal Agent, the 2005-C19 Master Servicer, the LB-UBS 2005-C3 Master Servicer or the MSCI 2005-HQ6 Master Servicer, as applicable, prior to such Collection Period; S-265 (b) 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; (c) with respect to any Mortgage Loan in such Loan Group or the Mortgage Pool, as applicable, 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; (d) 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 in the Mortgage Pool, and Substitution Shortfall Amounts with respect to Mortgage Loans in the Mortgage Pool or such Loan Group, as applicable, 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 Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable, 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 (e) 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 A-PB Planned Principal Balance. The "Class A-PB Planned Principal Balance" for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex D to this prospectus supplement. Such balances were calculated using, among other things, the Table Assumptions. Based on these assumptions, the Certificate Balance of the Class A-PB Certificates on each Distribution Date would be reduced to the balance indicated for that Distribution Date on the table. There is no assurance, however, that the Mortgage Loans will perform in conformity with the Table Assumptions. Therefore, there can be no assurance that the balance of the Class A-PB Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1A Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3FL Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-6 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Loan Group 1 Principal Distribution Amount and/or Loan Group 2 Principal S-266 Distribution Amount, as applicable, will be distributed on the Class A-PB Certificates until the Certificate Balance of the Class A-PB Certificates is reduced to zero. The "Scheduled Payment" due on any Mortgage Loan on any related Due Date is the amount of the Periodic Payment (including Balloon Payments) that is or would have been, as the case may be, due thereon on such date, without regard to any waiver, modification or amendment of such Mortgage Loan granted or agreed to by the Special Servicer or otherwise resulting from a bankruptcy or similar proceeding involving the related borrower, without regard to the accrual of Additional Interest on or the application of any Excess Cash Flow to pay principal on an ARD Loan, without regard to any acceleration of principal by reason of default, and with the assumption that each prior Scheduled Payment has been made in a timely manner. The "Assumed Scheduled Payment" is an amount deemed due (i) on any Balloon Loan that is delinquent in respect of its Balloon Payment beyond the first Determination Date that follows its stated maturity date and (ii) on an REO Mortgage Loan. The Assumed Scheduled Payment deemed due on any such Balloon Loan on its stated maturity date and on each successive related Due Date that it remains or is deemed to remain outstanding will equal the Scheduled Payment that would have been due thereon on such date if the related Balloon Payment had not come due but rather such Mortgage Loan had continued to amortize in accordance with such loan's amortization schedule, if any, and to accrue interest at the Mortgage Rate in effect as of the Closing Date. The Assumed Scheduled Payment deemed due on any REO Mortgage Loan on each Due Date that the related REO Property remains part of the Trust Fund will equal the Scheduled Payment that would have been due in respect of such Mortgage Loan on such Due Date had it remained outstanding (or, if such Mortgage Loan was a Balloon Loan and such Due Date coincides with or follows what had been its stated maturity date, the Assumed Scheduled Payment that would have been deemed due in respect of such Mortgage Loan on such Due Date had it remained outstanding). Distributions of the Principal Distribution Amount will constitute the only distributions of principal on the Certificates. Reimbursements of previously allocated Realized Losses and Additional Trust Fund Expenses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is made. Treatment of REO Properties. Notwithstanding that any Mortgaged Property (or a beneficial interest in the Mortgaged Property related to the AmericasMart Loan, the 101 Avenue of the Americas Loan or the U-Haul Portfolio Loan) may be acquired as part of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise, the related Mortgage Loan will be treated, for purposes of determining (i) distributions on the Certificates, (ii) allocations of Realized Losses and Additional Trust Fund Expenses to the Certificates, and (iii) the amount of Trustee Fees and Servicing Fees payable under the Pooling and Servicing Agreement, as having remained outstanding until such REO Property is liquidated. In connection therewith, operating revenues and other proceeds derived from such REO Property (net of related operating costs) will be "applied" by the Master Servicer as principal, interest and other amounts that would have been "due" on such Mortgage Loan, and the Master Servicer will be required to make P&I Advances in respect of such Mortgage Loan, in all cases as if such Mortgage Loan had remained outstanding. References to "Mortgage Loan" or "Mortgage Loans" in the definitions of "Principal Distribution Amount" and "Weighted Average Net Mortgage Rate" are intended to include any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (an "REO Mortgage Loan"). For purposes of this paragraph, the term Mortgage Loan includes the Whole Loans or a related Companion Loan, if applicable. Allocation of Prepayment Premiums and Yield Maintenance Charges. In the event a borrower is required to pay any Prepayment Premium or Yield Maintenance Charge, the amount of such payments actually collected (and, in the case of a Co-Lender Loan, payable with respect to the related Mortgage Loan pursuant to the related Intercreditor Agreement) will be distributed in respect of the Offered Certificates (excluding the Class A-3FL Certificates and the Class A-MFL Certificates), the Class A-3FL Regular Interest, the Class A-MFL Regular Interest and the Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates as set forth below. "Yield Maintenance Charges" are fees paid or payable, as the context requires, as a result of a prepayment of principal on a Mortgage Loan, which fees have been calculated (based on Scheduled Payments on such Mortgage Loan) to compensate S-267 the holder of the Mortgage for reinvestment losses based on the value of a discount rate at or near the time of prepayment; provided, in most cases, a minimum fee is required by the Mortgage Loan documents (usually calculated as a percentage of the outstanding principal balance of the Mortgage Loan). Any other fees paid or payable, as the context requires, as a result of a prepayment of principal on a Mortgage Loan, which are calculated based upon a specified percentage (which may decline over time) of the amount prepaid are considered "Prepayment Premiums". Any Prepayment Premiums or Yield Maintenance Charges collected on a Mortgage Loan during the related Collection Period will be distributed as follows: on each Distribution Date and with respect to the collection of any Prepayment Premiums or Yield Maintenance Charges on the Mortgage Loans, the holders of each Class of Offered Certificates (excluding the Class A-3FL Certificates and the Class A-MFL Certificates), the Class A-3FL Regular Interest, the Class A-MFL Regular Interest and the Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates then entitled to distributions of principal with respect to the related Loan Group on such Distribution Date will be entitled to an amount of Prepayment Premiums or Yield Maintenance Charges equal to the product of (a) the amount of such Prepayment Premiums or Yield Maintenance Charges; (b) a fraction (which in no event may be greater than one), the numerator of which is equal to the excess, if any, of the Pass-Through Rate of such Class of Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest or the Class A-MFL Regular Interest over the relevant Discount Rate (as defined below), and the denominator of which is equal to the excess, if any, of the Mortgage Rate of the prepaid Mortgage Loan over the relevant Discount Rate; and (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest or the Class A-MFL Regular Interest; on such Distribution Date with respect to the applicable Loan Group, and the denominator of which is the Principal Distribution Amount with respect to the applicable Loan Group for such Distribution Date. If there is more than one such Class of Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) or the Class A-3FL Regular Interest or the Class A-MFL Regular Interest entitled to distributions of principal with respect to the related Loan Group, as applicable, on any particular Distribution Date on which a Prepayment Premium or Yield Maintenance Charge is distributable, the aggregate amount of such Prepayment Premium or Yield Maintenance Charge will be allocated among all such Classes of Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with, the first sentence of this paragraph. The portion, if any, of the Prepayment Premiums or Yield Maintenance Charges remaining after any such payments described above will be distributed as follows: (a) on or before the Distribution Date in August 2012, 40% to the holders of the Class X-P Certificates and 60% to the holders of the Class X-C Certificates and (b) thereafter, 100% to the holders of the Class X-C Certificates. On any Distribution Date, for so long as the related Swap Contract is in effect and there is no continuing payment default under the related Swap Contract, Yield Maintenance Charges and Prepayment Premiums distributable in respect of the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, as applicable, will be payable to the related Swap Counterparty, and on any Distribution Date on which the related Swap Contract is not in effect or a continuing payment default by the related Swap Counterparty exists, Yield Maintenance Charges and Prepayment Premiums distributable in respect of the Class A-3FL Regular Interest and the Class A-MFL Regular Interest will be distributable to the holders of the Class A-3FL Certificates and the Class A-MFL Certificates, as applicable. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement. The "Discount Rate" applicable to any Class of Offered Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest, Class A-MFL Regular Interest, Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates, will equal the yield (when compounded monthly) on the US Treasury issue with a maturity date closest to the maturity date for the prepaid Mortgage Loan or REO Mortgage Loan. In the event that there are two or more such US Treasury issues (a) with the same coupon, the issue with the lowest yield will be S-268 utilized, and (b) with maturity dates equally close to the maturity date for the prepaid Mortgage Loan or REO Mortgage Loan, the issue with the earliest maturity date will be utilized. For an example of the foregoing allocation of Prepayment Premiums and Yield Maintenance Charges, see "SUMMARY OF PROSPECTUS SUPPLEMENT" in this prospectus supplement. The Depositor makes no representation as to the enforceability of the provision 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. See "DESCRIPTION OF THE MORTGAGE POOL--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus supplement. Distributions of Additional Interest. On each Distribution Date, any Additional Interest collected on an ARD Loan (and, with respect to any Co-Lender Loan, payable on the related Mortgage Loan pursuant to the terms of the related Intercreditor Agreement) during the related Collection Period will be distributed to the holders of the Class Z Certificates. There can be no assurance that any Additional Interest will be collected on the ARD Loans. SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans will be subordinated, to the extent described in this prospectus supplement, to the rights of holders of the Class A Certificates, the Class A-3FL Regular Interest, Class X-C Certificates and Class X-P Certificates and each other such Class of Subordinate Certificates, if any, with a higher payment priority. This subordination provided by the Subordinate Certificates is intended to enhance the likelihood of timely receipt by the holders of the Class A Certificates, the Class A-3FL Regular Interest and Class X Certificates of the full amount of Distributable Certificate Interest payable in respect of such Classes of Certificates on each Distribution Date, and the ultimate receipt by the holders of each Class of the Class A Certificates and the Class A-3FL Regular Interest of principal in an amount equal to the entire related Certificate Balance. Similarly, but to decreasing degrees, this subordination is also intended to enhance the likelihood of timely receipt by the holders of the Class A-MFL Regular Interest and the Class A-MFX Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates and Class D Certificates of the full amount of Distributable Certificate Interest payable in respect of such Classes of Certificates on each Distribution Date, and the ultimate receipt by the holders of such Certificates of, in the case of each such Class thereof, principal equal to the entire related Certificate Balance. The protection afforded (a) to the holders of the Class D Certificates by means of the subordination of the Non-Offered Certificates (other than the Class X Certificates), (b) to the holders of the Class C Certificates by means of the subordination of the Class D Certificates and the Non-Offered Certificates (other than the Class X Certificates), (c) to the holders of the Class B Certificates by means of the subordination of the Class C Certificates, the Class D Certificates and the Non-Offered Certificates (other than the Class X Certificates), (d) to the holders of the Class A-J Certificates by means of the subordination of the Class B Certificates, Class C Certificates, Class D Certificates and the Non-Offered Certificates (other than the Class X Certificates), (e) to the holders of the Class A-MFL Regular Interest (and therefore the Class A-MFL Certificates) and Class A-MFX Certificates, pro rata, by means of the subordination of the Class A-J Certificates, Class B Certificates, Class C Certificates and Class D Certificates and the Non-Offered Certificates (other than the Class X Certificates) and (f) to the holders of the Class A Certificates, the Class A-3FL Regular Interest (and therefore the Class A-3FL Certificates) and Class X Certificates by means of the subordination of the Subordinate Certificates, will be accomplished by (i) the application of the Available Distribution Amount on each Distribution Date in accordance with the order of priority described under "-- Distributions--Application of the Available Distribution Amount" above and (ii) by the allocation of Realized Losses and Additional Trust Fund Expenses as described below. After the Distribution Date on which the Certificate Balances of the Subordinate Certificates have been reduced to zero, the Class A Certificates and the Class A-3FL Regular Interest (and therefore the Class A-3FL Certificates), to the extent such Classes of Certificates and the Class A-3FL Regular Interest remain outstanding, will bear shortfalls in collections and losses incurred in respect of the Mortgage Loans pro rata in respect of distributions of principal and then the Class A Certificates and the Class A-3FL Regular Interest (and S-269 therefore the Class A-3FL Certificates) and Class X Certificates, to the extent such Classes of Certificates remain outstanding, will bear such shortfalls pro rata in respect of distributions of interest. No other form of credit support will be available for the benefit of the holders of the Offered Certificates, the Class A-3FL Regular Interest (and therefore the Class A-3FL Certificates) or the Class A-MFL Regular Interest (and therefore the Class A-MFL Certificates). Allocation to the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest, for so long as they are outstanding, of the entire Principal Distribution Amount with respect to the related Loan Group for each Distribution Date in accordance with the priorities described under "--Distributions--Application of the Available Distribution Amount" above will have the effect of reducing the aggregate Certificate Balance of the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the Mortgage Pool will reduce. Thus, as principal is distributed to the holders of such Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest, the percentage interest in the Trust Fund evidenced by such Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest will be decreased (with a corresponding increase in the percentage interest in the Trust Fund evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded such Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest by the Subordinate Certificates. On each Distribution Date, following all distributions on the Certificates (other than the Class A-3FL and Class A-MFL Certificates), the Class A-3FL Regular Interest and the Class A-MFL Regular Interest to be made on such date, the aggregate of all Realized Losses and Additional Trust Fund Expenses related to all Mortgage Loans (without regard to Loan Groups) that have been incurred since the Cut-Off Date through the end of the related Collection Period and that have not previously been allocated as described below will be allocated among the respective Classes of Sequential Pay Certificates (other than the Class A-3FL and Class A-MFL Certificates), the Class A-3FL Regular Interest and the Class A-MFL Regular Interest (in each case, in reduction of their respective Certificate Balances) as follows, but, with respect to the Classes of Sequential Pay Certificates (other than the Class A-3FL and Class A-MFL Certificates), the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, in the aggregate only to the extent the aggregate Certificate Balance of all Classes of Sequential Pay Certificates (other than the Class A-3FL and the Class A-MFL Certificates), the Class A-3FL Regular Interest and the Class A-MFL Regular Interest remaining outstanding after giving effect to the distributions on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date: first, to the Class P Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; second, to the Class O Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; third, to the Class N Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fourth, to the Class M Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fifth, to the Class L Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; sixth, to the Class K Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; seventh, to the Class J Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eighth, to the Class H Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; ninth, to the Class G Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; tenth, to the Class F Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eleventh, to the Class E Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; twelfth, to the Class D Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; thirteenth, to the Class C Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fourteenth, to the Class B Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fifteenth, to the Class A-J Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; sixteenth, to the Class A-MFL Regular Interest and the Class A-MFX Certificates, pro rata, until the remaining Certificate Balance of such Class A-MFX Certificates and Class A-MFL Regular Interest is S-270 reduced to zero; eighteenth, and, last, to the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest, pro rata, in proportion to their respective outstanding Certificate Balances, until the remaining Certificate Balances of such Classes of Certificates and the Class A-3FL Regular Interest are reduced to zero. Any losses and expenses with respect to the AmericasMart Whole Loan will be allocated in accordance with the related Intercreditor Agreement pro rata to the AmericasMart Loan and the AmericasMart Pari Passu Companion Loan. Any losses and expenses with respect to the NGP Rubicon GSA Pool Whole Loan will be allocated in accordance with the related Intercreditor Agreement pro rata to the NGP Rubicon GSA Pool Loan and the NGP Rubicon GSA Pool Pari Passu Companion Loan. Any losses and expenses with respect to the 1000 & 1100 Wilson Whole Loan will be allocated in accordance with the related Intercreditor Agreement pro rata to the 1000 & 1100 Wilson Loan and the 1000 & 1100 Wilson Pari Passu Companion Loan. Any losses and expenses with respect to the Westfield San Francisco Centre Whole Loan will be allocated in accordance with the related Intercreditor Agreement pro rata to the Westfield San Francisco Centre Loan and the Westfield San Francisco Centre Pari Passu Companion Loan. Any losses and expenses with respect to the 101 Avenue of the Americas Whole Loan will be allocated in accordance with the related Intercreditor Agreement pro rata to the 101 Avenue of the Americas Loan and the 101 Avenue of the Americas Pari Passu Companion Loan. Any losses and expenses with respect to the U-Haul Portfolio Whole Loan will be allocated in accordance with the related Intercreditor Agreement pro rata to the U-Haul Portfolio Loan and the U-Haul Portfolio Pari Passu Companion Loan. "Realized Losses" are losses arising from the inability to collect all amounts due and owing under any defaulted Mortgage Loan, including by reason of the fraud or bankruptcy of the borrower or a casualty of any nature at the related Mortgaged Property, to the extent not covered by insurance. The Realized Loss in respect of a liquidated Mortgage Loan (or related REO Property) is an amount generally equal to the excess, if any, of (a) the outstanding principal balance of such Mortgage Loan as of the date of liquidation, together with (i) all accrued and unpaid interest thereon to but not including the Due Date in the Collection Period in which the liquidation occurred (exclusive of any related default interest in excess of the Mortgage Rate, Additional Interest, Prepayment Premium or Yield Maintenance Charges) and (ii) certain related unreimbursed servicing expenses (including any unreimbursed interest on any Advances), over (b) the aggregate amount of liquidation proceeds, if any, recovered in connection with such liquidation. If any portion of the debt due under a Mortgage Loan (other than Additional Interest and default interest in excess of the Mortgage Rate) is forgiven, whether in connection with a modification, waiver or amendment granted or agreed to by the Special Servicer or in connection with the bankruptcy or similar proceeding involving the related borrower, the amount so forgiven also will be treated as a Realized Loss. The Realized Loss in respect of a Mortgage Loan for which a Final Recovery Determination has been made includes nonrecoverable Advances (in each case, including interest on that nonrecoverable Advance) to the extent amounts have been paid from the Principal Distribution Amount pursuant to the Pooling and Servicing Agreement. "Additional Trust Fund Expenses" include, among other things, (i) any Special Servicing Fees, Liquidation Fees or Workout Fees paid to the Special Servicer, (ii) any interest paid to the Master Servicer, the Trustee and/or the Fiscal Agent in respect of unreimbursed Advances (to the extent not otherwise offset by penalty interest and late payment charges) and amounts payable to the Special Servicer in connection with certain inspections of Mortgaged Properties required pursuant to the Pooling and Servicing Agreement (to the extent not otherwise offset by penalty interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred) and (iii) any of certain unanticipated expenses of the Trust Fund, including certain indemnities and reimbursements to the Trustee and/or the Fiscal Agent of the type described under "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certain Matters Regarding the Trustee" in the prospectus, certain indemnities and reimbursements to the Master Servicer, the Special Servicer and the Depositor of the type described under "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certain Matters Regarding the Master Servicer and the Depositor" in the prospectus (the Special Servicer having the same rights to indemnity and reimbursement as described thereunder with respect to the Master Servicer), certain Rating Agency fees S-271 to the extent such fees are not paid by any other party and certain federal, state and local taxes and certain tax related expenses, payable from the assets of the Trust Fund and described under "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Residual Certificates" and "--Prohibited Transactions Tax and Other Taxes" in the prospectus and "SERVICING OF THE MORTGAGE LOANS--Defaulted Mortgage Loans; REO Properties; Purchase Option" in this prospectus supplement. Additional Trust Fund expenses shall not include costs or fees incurred with respect to the Swap Contract, which shall not be payable by the Trust Fund or from the Floating Rate Account. Additional Trust Fund Expenses will reduce amounts payable to Certificateholders and, subject to the distribution priorities described above, may result in a loss on one or more Classes of Offered Certificates. P&I ADVANCES On or about each Distribution Date, the Master Servicer is obligated, subject to the recoverability determination described below (and any other applicable limitations), to make advances (each, a "P&I Advance") out of its own funds or, subject to the replacement thereof as provided in the Pooling and Servicing Agreement, from funds held in the Certificate Account that are not required to be distributed to Certificateholders (or paid to any other Person pursuant to the Pooling and Servicing Agreement) on such Distribution Date, in an amount that is generally equal to the aggregate of all Periodic Payments (other than Balloon Payments) and any Assumed Scheduled Payments, net of related Master Servicing Fees, in respect of the Mortgage Loans (other than the AmericasMart Loan as provided below) and any REO Loans during the related Collection Period, in each case to the extent such amount was not paid by or on behalf of the related borrower or otherwise collected (or previously advanced by the Master Servicer) as of the close of business on the last day of the Collection Period. P&I Advances are intended to maintain a regular flow of scheduled interest and principal payments to the holders of the Class or Classes of Certificates entitled thereto, rather than to insure against losses. The Master Servicer's obligations to make P&I Advances in respect of any Mortgage Loan, subject to the recoverability determination, will continue until liquidation of such Mortgage Loan or disposition of any REO Property acquired in respect thereof. However, if the Periodic Payment on any Mortgage Loan has been reduced in connection with a bankruptcy or similar proceeding or a modification, waiver or amendment granted or agreed to by the Special Servicer, the Master Servicer will be required to advance only the amount of the reduced Periodic Payment (net of related Servicing Fees) in respect of subsequent delinquencies. In addition, if it is determined that an Appraisal Reduction Amount exists with respect to any Required Appraisal Loan (as defined below), then, with respect to the Distribution Date immediately following the date of such determination and with respect to each subsequent Distribution Date for so long as such Appraisal Reduction Amount exists, the Master Servicer, the Trustee or the Fiscal Agent, as applicable will be required in the event of subsequent delinquencies to advance in respect of such Mortgage Loan only an amount equal to the sum of (i) the amount of the interest portion of the P&I Advance that would otherwise be required without regard to this sentence, minus the product of (a) such Appraisal Reduction Amount and (b) the per annum Pass-Through Rate (i.e., for any month, one twelfth of the Pass-Through Rate) applicable to the Class of Certificates, to which such Appraisal Reduction Amount is allocated as described in "--Appraisal Reductions" below and (ii) the amount of the principal portion of the P&I Advance that would otherwise be required without regard to this sentence. Pursuant to the terms of the Pooling and Servicing Agreement, if the Master Servicer fails to make a P&I Advance required to be made, the Trustee will then be required to make such P&I Advance, in such case, subject to the recoverability standard described below. Pursuant to the terms of the Pooling and Servicing Agreement, if the Trustee fails to make a P&I Advance required to be made, the Fiscal Agent shall then be required to make such P&I Advance, subject to the recoverability standard described below. Neither the Master Servicer, the Trustee nor the Fiscal Agent will be required to make any P&I Advances with respect to any Companion Loan (except, with respect to the Master Servicer, the 1000 & 1100 Wilson Loan). In general, neither the Master Servicer, the Trustee nor the Fiscal Agent will be required to make any P&I Advances with respect to the AmericasMart Loan under the Pooling and Servicing Agreement. Those advances will be made by the 2005-C19 Master Servicer in accordance with the 2005-C19 Pooling and Servicing Agreement on generally the same terms and conditions as are applicable under the Pooling and Servicing Agreement. Furthermore, the amount of principal and interest advances to be made with respect to the S-272 AmericasMart Loan may be reduced by an appraisal reduction amount as calculated under the 2005-C19 Pooling and Servicing Agreement, which amount will be calculated in a manner generally the same as an Appraisal Reduction Amount. If the 2005-C19 Master Servicer fails to make a required principal and interest advance on the AmericasMart Loan pursuant to the 2005-C19 Pooling and Servicing Agreement (other than based on a determination that such advance will not be recoverable out of collections on the AmericasMart Loan), the Master Servicer will be required to make the P&I Advances on the AmericasMart Loan so long as it has received all information necessary to make a recoverability determination. If the Master Servicer fails to make the required P&I Advance, the Trustee is required to make such P&I Advance, subject to the same limitations, and with the same rights, as described above for the Master Servicer. If the Trustee fails to make the required P&I Advance, the Fiscal Agent is required to make such P&I Advance, subject to the same limitations, and with the same rights, as described above for the Master Servicer. The Master Servicer, the Trustee and the Fiscal Agent may conclusively rely on the non-recoverability determination of the 2005-C19 Master Servicer. If any principal and interest advances are made with respect to the AmericasMart Loan under the 2005-C19 Pooling and Servicing Agreement or under the Pooling and Servicing Agreement, the party making that advance will be entitled to be reimbursed with interest thereon as set forth in the 2005-C19 Pooling and Servicing Agreement or the Pooling and Servicing Agreement, as applicable, including in the event that the 2005-C19 Master Servicer has made a principal and interest advance on the AmericasMart Loan that it or the 2005-C19 Special Servicer subsequently determines is not recoverable from expected collections on the AmericasMart Loan from general collections on all Mortgage Loans in the Trust. Neither the Master Servicer, the Special Servicer, the Trustee nor the Fiscal Agent will be required to advance any amounts to be paid by the related Swap Counterparty for a distribution to the Class A-3FL Certificates or the Class A-MFL Certificates or be liable for any breakage, termination or other costs owed by the trust fund to the related Swap Counterparty. With respect to the 101 Avenue of the Americas Loan, if the Master Servicer determines that a proposed P&I Advance with respect to the 101 Avenue of the Americas Loan, if made, or any outstanding P&I Advance with respect to such Mortgage Loan previously made, would be, or is, as applicable, a nonrecoverable P&I Advance, the Master Servicer will be required to provide the LB-UBS 2005-C3 Master Servicer written notice of such determination. In addition, if the LB-UBS 2005-C3 Master Servicer determines that any P&I Advance made or to be made with respect to the 101 Avenue of the Americas Loan is or, if made, would be a nonrecoverable P&I Advance, then such servicer will be required to notify the Master Servicer within one Business Day of such determination, which written notice will be accompanied by the supporting evidence for such determination. Following a determination of nonrecoverability by the Master Servicer or the LB-UBS 2005-C3 Master Servicer, the Master Servicer and the LB-UBS 2005-C3 Master Servicer will be required to consult regarding whether circumstances with respect to the 101 Avenue of the Americas Whole Loan have changed such that a proposed future P&I Advance would not be a nonrecoverable P&I Advance. Pursuant to the terms of the 101 Avenue of the Americas Intercreditor Agreement, all expenses, losses and shortfalls relating to the 101 Avenue of the Americas Loan including, without limitation, losses of principal or interest, nonrecoverable P&I Advances, interest on P&I Advances, special servicing fees and liquidation fees allocable to the 101 Avenue of the Americas Loan and the 101 Avenue of the Americas Pari Passu Companion Loan, will be allocated pro rata between the 101 Avenue of the Americas Loan and the 101 Avenue of the Americas Pari Passu Companion Loan. With respect to the U-Haul Portfolio Loan, the Master Servicer will be required (subject to the second succeeding sentence below) to make its determination that it has made a nonrecoverable P&I Advance on such Mortgage Loan or that any proposed P&I Advance, if made, would constitute a nonrecoverable P&I Advance with respect to such Mortgage Loan independently of any determination made by the master servicer with respect to a commercial mortgage securitization holding the U-Haul Portfolio Pari Passu Companion Loan. If the Master Servicer determines that a proposed P&I Advance with respect to the U-Haul Portfolio Loan, if made, or any outstanding P&I Advance with respect to such Mortgage Loan previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer will be required to provide the 2005-HQ6 Master Servicer written notice of such determination within two business days of the date of such determination. If the Master Servicer receives written notice S-273 from any such servicer that it has determined, with respect to the U-Haul Portfolio Pari Passu Companion Loan, that any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is, a nonrecoverable advance, then such determination will generally be binding on the Certificateholders and neither the Master Servicer nor the Trustee will be permitted to make any additional P&I Advances with respect to the related Mortgage Loan unless the Master Servicer has consulted with the MSCI 2005-HQ6 Master Servicer and they agree that circumstances with respect to such Whole Loan have changed such that a proposed P&I Advance in respect of the related Mortgage Loan would be recoverable; provided, however, that such determination will not be so binding on the Certificateholders, the Master Servicer or the Trustee in the event that the Master Servicer that made such determination is not approved as a master servicer by each of the Rating Agencies. Notwithstanding the foregoing, if the MSCI 2005-HQ6 Master Servicer determines that any advance of principal and/or interest with respect to the U-Haul Portfolio Pari Passu Companion Loan would be recoverable, then the Master Servicer will continue to have the discretion to determine that any proposed P&I Advance or outstanding P&I Advance would be, or is, as applicable, a nonrecoverable P&I Advance. Once such a nonrecoverability determination is made by the Master Servicer or the Master Servicer receives written notice of such nonrecoverability determination by the MSCI 2005-HQ6 Master Servicer, neither the Master Servicer nor the Trustee will be permitted to make any additional P&I Advances with respect to the U-Haul Portfolio Loan except as set forth in this paragraph. The Master Servicer (or the Trustee or the Fiscal Agent) is entitled to recover any P&I Advance made out of its own funds from any amounts collected in respect of the Mortgage Loan (net of related Master Servicing Fees with respect to collections of interest and net of related Liquidation Fees and Workout Fees with respect to collections of principal) as to which such P&I Advance was made whether such amounts are collected in the form of late payments, insurance and condemnation proceeds or liquidation proceeds, or any other recovery of the related Mortgage Loan or REO Property ("Related Proceeds"). Neither the Master Servicer, the Trustee nor the Fiscal Agent is obligated to make any P&I Advance that it determines, in accordance with the Servicing Standard (in the case of the Master Servicer) or its good faith business judgment (in the case of the Trustee or the Fiscal Agent), would, if made, not be recoverable from Related Proceeds (a "Nonrecoverable P&I Advance"), and the Master Servicer (or the Trustee or the Fiscal Agent) is entitled to recover, from general funds on deposit in the Certificate Account, any P&I Advance made that it determines to be a Nonrecoverable P&I Advance plus interest at the Reimbursement Rate. In addition, each of the Master Servicer, the Trustee and the Fiscal Agent will be entitled to recover any Advance (together with interest thereon) that is outstanding at the time that the related Mortgage Loan is modified in connection with such Mortgage Loan becoming a Corrected Mortgage Loan and is not repaid in full in connection with such modification but instead becomes an obligation of the borrower to pay such amounts in the future (such Advance, a "Workout-Delayed Reimbursement Amount") out of principal collections in the Certificate Account. Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may at any time be determined to constitute a nonrecoverable Advance and thereafter shall be recoverable as any other nonrecoverable Advance. A Workout-Delayed Reimbursement Amount will constitute a nonrecoverable Advance when the person making such determination, and taking into account factors such as all other outstanding Advances, either (a) has determined in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or its good faith business judgment (in the case of the Trustee or the Fiscal Agent) that such Workout-Delayed Reimbursement Amount would not ultimately be recoverable from Related Proceeds, or (b) has determined in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or its good faith business judgment (in the case of the Trustee or the Fiscal Agent) that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts and nonrecoverable Advances, would not ultimately be recoverable out of principal collections in the Certificate Account. In addition, any such person may update or change its recoverability determinations (but not reverse any other person's determination that an Advance is nonrecoverable) at any time and may obtain at the expense of the Trust any analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination that an Advance is nonrecoverable will be conclusive and binding on the Certificateholders, the Master Servicer, the Trustee and the Fiscal Agent. Any requirement of the Master Servicer, the Trustee or the Fiscal Agent to make an Advance in the Pooling and Servicing Agreement is intended S-274 solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans. See "DESCRIPTION OF THE CERTIFICATES--Advances in Respect of Delinquencies" and "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certificate Account" in the prospectus. In connection with the recovery by the Master Servicer, the Trustee or the Fiscal Agent of any P&I Advance made by it or the recovery by the Master Servicer, the Trustee, or the Fiscal Agent of any reimbursable servicing expense (which may include nonrecoverable advances to the extent deemed to be in the best interest of the Certificateholders) incurred by it (each such P&I Advance or expense, an "Advance"), the Master Servicer, the Trustee or the Fiscal Agent, as applicable, is entitled to be paid interest compounded annually at a per annum rate equal to the Reimbursement Rate. Such interest will be paid contemporaneously with the reimbursement of the related Advance first out of late payment charges and default interest received on the related Mortgage Loan in the Collection Period in which such reimbursement is made and then from general collections on the Mortgage Loans then on deposit in the Certificate Account; provided, however, no P&I Advance shall accrue interest until after the expiration of any applicable grace period for the related Periodic Payment. In addition, to the extent the Master Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on Advances related to such Mortgage Loan has been paid from general collections on deposit in the Certificate Account 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. The "Reimbursement Rate" is equal to the "prime rate" published in the "Money Rates" Section of The Wall Street Journal, as such "prime rate" may change from time to time, accrued on the amount of such Advance from the date made to but not including the date of reimbursement. To the extent not offset or covered by amounts otherwise payable on the Non-Offered Certificates, interest accrued on outstanding Advances will result in a reduction in amounts payable on the Offered Certificates, subject to the distribution priorities described in this prospectus supplement. Upon a determination that a previously made Advance is not recoverable, instead of obtaining reimbursement out of general collections immediately, the Master Servicer, the Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, elect to obtain reimbursement for such nonrecoverable Advance over time (not to exceed 12 months or such longer period of time as agreed to by the Master Servicer and the Controlling Class Representative, each in its sole discretion) and the unreimbursed portion of such Advance will accrue interest at the prime rate. At any time after such a determination to obtain reimbursement over time, the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, decide to obtain reimbursement immediately. The fact that a decision to recover such nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes shall not, with respect to the Master Servicer or the Special Servicer, constitute a violation of the Servicing Standard or contractual duty under the Pooling and Servicing Agreement and/or with respect to the Trustee or the Fiscal Agent, constitute a violation of any fiduciary duty to Certificateholders or contractual duty under the Pooling and Servicing Agreement. The Master Servicer, the Trustee or the Fiscal Agent, as applicable, will be required to give Moody's, S&P and Fitch at least 15 days notice prior to any such reimbursement to it of nonrecoverable Advances from amounts in the Certificate Account allocable to interest on the Mortgage Loans, unless the Master Servicer, the Trustee or the Fiscal Agent, as applicable, makes a determination not to give such notice in accordance with the terms of the Pooling and Servicing Agreement. If the Master Servicer, the Trustee or the Fiscal Agent, as applicable, reimburses itself out of general collections on the Mortgage Pool for any Advance that it has determined is not recoverable out of collections on the related Mortgage Loan or reimburses itself out of general collections, related to principal only, on the Mortgage Pool for any Workout-Delayed Reimbursement Amount, then that Advance or Workout-Delayed Reimbursement Amount (together, in each case, 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 the Principal Distribution Amount otherwise distributable on the applicable Certificates (prior to, in the case of nonrecoverable Advances only, being deemed reimbursed out of payments and other collections of interest on the underlying Mortgage Loans otherwise S-275 distributable on the applicable Certificates), thereby reducing the Principal Distribution Amount of such Certificates. To the extent any Advance is determined to be nonrecoverable and to the extent of each Workout-Delayed Reimbursement Amount, if the Advance or Workout-Delayed Reimbursement Amount is reimbursed out of the Principal Distribution Amount as described above and the item for which the Advance or Workout-Delayed Reimbursement Amount was originally made is subsequently collected from payments or other collections on the related Mortgage Loan, then the Principal Distribution Amount for the Distribution Date corresponding to the Collection Period in which this item was recovered will be increased by the lesser of (a) the amount of the item and (b) any previous reduction in the Principal Distribution Amount for a prior Distribution Date pursuant to this paragraph. APPRAISAL REDUCTIONS Other than with respect to the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, upon the earliest of the date (each such date, a "Required Appraisal Date") that (1) any Mortgage Loan (including the Serviced Pari Passu Companion Loans) is 60 days delinquent in respect of any Periodic Payments, (2) any REO Property is acquired on behalf of the Trust in respect of any Mortgage Loan, (3) any Mortgage Loan has been modified by the Special Servicer to reduce the amount of any Periodic Payment, other than a Balloon Payment, (4) a receiver is appointed and continues in such capacity in respect of the Mortgaged Property securing any Mortgage Loan, (5) a borrower with respect to any Mortgage Loan becomes subject to any bankruptcy proceeding, (6) a Balloon Payment with respect to any Mortgage Loan (including the Serviced Pari Passu Companion Loans) has not been paid on its scheduled maturity date, unless the Master Servicer has, on or prior to 60 days following the scheduled maturity date of such Balloon Payment, received written evidence from an institutional lender of such lender's binding commitment to refinance such Mortgage Loan (including the Serviced Pari Passu Companion Loans) 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 (including the Serviced Pari Passu Companion Loans) will immediately become a Required Appraisal Loan) or (7) any Mortgage Loan is outstanding 60 days after the third anniversary of an extension of its scheduled maturity date (each such Mortgage Loan, including an REO Mortgage Loan, a "Required Appraisal Loan"), the Special Servicer is required to obtain (within 60 days of the applicable Required Appraisal Date) an appraisal of the related Mortgaged Property prepared in accordance with 12 CFR Section 225.62 and conducted in accordance with the standards of the Appraisal Institute by a Qualified Appraiser (or with respect to any Mortgage Loan with an outstanding principal balance less than $2 million, an internal valuation performed by the Special Servicer), unless such an appraisal had previously been obtained within the prior twelve months. A "Qualified Appraiser" is an independent appraiser, selected by the Special Servicer or the Master Servicer, that is a member in good standing of the Appraisal Institute, and that, if the state in which the subject Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and in each such case, who has a minimum of five years experience in the subject property type and market. The cost of such appraisal will be advanced by the Master Servicer, subject to the Master Servicer's right to be reimbursed therefor out of Related Proceeds or, if not reimbursable therefrom, out of general funds on deposit in the Certificate Account. As a result of any such appraisal, it may be determined that an "Appraisal Reduction Amount" exists with respect to the related Required Appraisal Loan, such determination to be made by the Master Servicer as described below. The Appraisal Reduction Amount for any Required Appraisal Loan will equal the excess, if any, of (a) the sum (without duplication), as of the first Determination Date immediately succeeding the Master Servicer's obtaining knowledge of the occurrence of the Required Appraisal Date if no new appraisal is required or the date on which the appraisal or internal valuation, if applicable, is obtained and each Determination Date thereafter so long as the related Mortgage Loan remains a Required Appraisal Loan, of (i) the Stated Principal Balance of such Required Appraisal Loan and any Companion Loans related thereto, (ii) to the extent not previously advanced by or on behalf of the Master Servicer, the Trustee or the Fiscal Agent, all unpaid interest on the Required Appraisal Loan through the most recent Due Date prior to such Determination Date at a per annum rate equal to the related Net Mortgage Rate (exclusive of any portion thereof that constitutes Additional Interest), (iii) all accrued but unpaid Servicing Fees and all accrued but unpaid Additional Trust Fund Expenses in respect of such Required Appraisal Loan, plus, with respect to any Serviced Pari Passu Companion Loan, similar fees and S-276 expenses to the extent the Master Servicer has actual knowledge of such fees and expenses, (iv) all related unreimbursed Advances (plus accrued interest thereon) made by or on behalf of the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent with respect to such Required Appraisal Loan and (v) all currently due and unpaid real estate taxes and reserves owed for improvements and assessments, insurance premiums, and, if applicable, ground rents in respect of the related Mortgaged Property, over (b) an amount equal to the sum of (i) all escrows, reserves and letters of credit held for the purposes of reserves (provided such letters of credit may be drawn upon for reserve purposes under the related Mortgage Loan documents) held with respect to such Required Appraisal Loan, plus (ii) 90% of the appraised value (net of any prior liens and estimated liquidation expenses) of the related Mortgaged Property as determined by such appraisal less any downward adjustments made by the Special Servicer (without implying any obligation to do so) based upon its review of the Appraisal and such other information as the Special Servicer deems appropriate. If the Special Servicer has not obtained a new appraisal (or performed an internal valuation, if applicable) within the time limit described above, the Appraisal Reduction Amount for the related Mortgage Loan will equal 25% of the principal balance of such Mortgage Loan, to be adjusted upon receipt of the new appraisal (or internal valuation, if applicable). As a result of calculating an Appraisal Reduction Amount with respect to a Mortgage Loan, the interest portion of a P&I Advance for such Mortgage Loan for the related Distribution Date will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Subordinate Certificates in reverse order of entitlement to distribution with respect to such Classes. See "--P&I Advances" above. With respect to the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, the appraisal reduction amount will be calculated under the 2005-C19 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Pooling and Servicing Agreement or the MSCI 2005-HQ6 Pooling and Servicing Agreement, as applicable, in a manner substantially similar but not identical to the calculation of an Appraisal Reduction Amount as described above. Any such appraisal reduction on a Non-Serviced Pari Passu Loan will generally be allocated to the holders of the related Mortgage Loan and related Pari Passu Companion Loans, pro rata, based on each such loan's outstanding principal balance. Any such Appraisal Reduction Amounts on Mortgage Loans with Subordinate Companion Loans will generally be allocated first, to the Subordinate Companion Loan, and second, to the related Mortgage Loan. See "SERVICING OF THE MORTGAGE LOANS--Servicing of the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan" in this prospectus supplement. For the purpose of calculating P&I Advances only, the aggregate Appraisal Reduction Amounts will be allocated to the Certificate Balance of each Class of Sequential Pay Certificates in reverse order of payment priorities (except with respect to the Class A Certificates, to which such Appraisal Reduction Amounts will be allocated pro rata). REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION Trustee Reports. Based solely on information provided in monthly reports prepared by the Master Servicer and the Special Servicer (and subject to the limitations with respect thereto) and delivered to the Trustee, the Trustee is required to provide or make available either electronically (on the Trustee's internet website initially located at "www.etrustee.net") or by first class mail on each Distribution Date to each Certificateholder: (a) A statement (a "Distribution Date Statement"), substantially in the form of Annex B to this prospectus supplement, setting forth, among other things, for each Distribution Date: (i) the amount of the distribution to the holders of each Class of REMIC Regular Certificates and the Class A-3FL Certificates and the Class A-MFL Certificates in reduction of the Certificate Balance thereof; (ii) the amount of the distribution to the holders of each Class of REMIC Regular Certificates and the Class A-3FL Certificates and the Class A-MFL Certificates allocable to Distributable Certificate Interest, the applicable Interest Distribution Amount, and, with respect to the Class A-3FL Certificates and the Class A-MFL Certificates, notification that the amount of interest being distributed with respect to the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, as applicable, is being paid as a result of a Swap Default; S-277 (iii) the amount of the distribution to the holders of each Class of REMIC Regular Certificates and the Class A-3FL Certificates and the Class A-MFL Certificates allocable to Prepayment Premiums and Yield Maintenance Charges; (iv) the amount of the distribution to the holders of each Class of REMIC Regular Certificates and the Class A-3FL Certificates and the Class A-MFL Certificates in reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses; (v) the Available Distribution Amount, the Class A-3FL Available Funds and the Class A-MFL Available Funds; (vi) (a) the aggregate amount of P&I Advances (including any such advances made on the AmericasMart Loan under the 2005-C19 Pooling and Servicing Agreement) made in respect of such Distribution Date with respect to the Mortgage Pool and each Loan Group, and (b) the aggregate amount of servicing advances with respect to the Mortgage Pool and each Loan Group as of the close of business on the related Determination Date; (vii) the aggregate unpaid principal balance of the Mortgage Pool and each Loan Group outstanding as of the close of business on the related Determination Date; (viii) the aggregate Stated Principal Balance of the Mortgage Pool and each Loan Group outstanding immediately before and immediately after such Distribution Date; (ix) the number, aggregate unpaid principal balance, weighted average remaining term to maturity or Anticipated Repayment Date and weighted average Mortgage Rate of the Mortgage Loans in the Mortgage Pool and each Loan Group as of the close of business on the related Determination Date; (x) the number and aggregate Stated Principal Balance (immediately after such Distribution Date) (and with respect to each delinquent Mortgage Loan, a brief description of the reason for delinquency, if known by the Master Servicer or Special Servicer, as applicable) of Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent 90 days or more, and (d) as to which foreclosure proceedings have been commenced; (xi) as to each Mortgage Loan referred to in the preceding clause (x) above: (a) the loan number thereof, (b) the Stated Principal Balance thereof immediately following such Distribution Date and (c) a brief description of any loan modification; (xii) with respect to any Mortgage Loan as to which a liquidation event occurred during the related Collection Period (other than a payment in full), (a) the loan number thereof, (b) the aggregate of all liquidation proceeds and other amounts received in connection with such liquidation event (separately identifying the portion thereof allocable to distributions on the Certificates), and (c) the amount of any Realized Loss in connection with such liquidation event; (xiii) with respect to any REO Property included in the Trust Fund as to which the Special Servicer has determined, in accordance with the Servicing Standard, that all payments or recoveries with respect to such property have been ultimately recovered (a "Final Recovery Determination") was made during the related Collection Period, (a) the loan number of the related Mortgage Loan, (b) the aggregate of all liquidation proceeds and other amounts received in connection with such Final Recovery Determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (c) the amount of any Realized Loss in respect of the related REO Property in connection with such Final Recovery Determination; (xiv) the Accrued Certificate Interest in respect of each Class of REMIC Regular Certificates and the Class A-MFL Certificates for such Distribution Date; (xv) any unpaid Distributable Certificate Interest in respect of each Class of REMIC Regular Certificates, the Class A-3FL Certificates and the Class A-MFL Certificates after giving effect to the distributions made on such Distribution Date; (xvi) the Pass-Through Rate for each Class of REMIC Regular Certificates, the Class A-3FL Certificates and the Class A-MFL Certificates for such Distribution Date; S-278 (xvii) the Principal Distribution Amount; (xviii) the Principal Distribution Amount, the Loan Group 1 Principal Distribution Amount and the Loan Group 2 Principal Distribution Amount for such Distribution Date (and, in the case of any principal prepayment or other unscheduled collection of principal received during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment or other collection of principal); (xix) the aggregate of all Realized Losses incurred during the related Collection Period and all Additional Trust Fund Expenses incurred during the related Collection Period; (xx) the aggregate of all Realized Losses and Additional Trust Fund Expenses that were allocated to each Class of Certificates, the Class A-3FL Regular Interest and the Class A-MFL Regular Interest on such Distribution Date; (xxi) the Certificate Balance of each Class of REMIC Regular Certificates (other than the Class X-C and Class X-P Certificates) and the Class A-3FL Certificates and the Class A-MFL Certificates and the Notional Amount of the Class X-C Certificates and Class X-P Certificates immediately before and immediately after such Distribution Date, separately identifying any reduction therein due to the allocation of Realized Losses and Additional Trust Fund Expenses on such Distribution Date; (xxii) the certificate factor for each Class of REMIC Regular Certificates, the Class A-3FL Certificates and the Class A-MFL Certificates immediately following such Distribution Date; (xxiii) the aggregate amount of interest on P&I Advances (including any such advances made on the AmericasMart Loan under the 2005-C19 Pooling and Servicing Agreement) paid to the Master Servicer, the Trustee or the Fiscal Agent (or the 2005-C19 Master Servicer) with respect to the Mortgage Pool and each Loan Group during the related Collection Period; (xxiv) the aggregate amount of interest on servicing advances paid to the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with respect to the Mortgage Pool and each Loan Group during the related Collection Period; (xxv) the aggregate amount of servicing fees and Trustee Fees paid to the Master Servicer, the Special Servicer and the Trustee, as applicable, during the related Collection Period; (xxvi) the loan number for each Required Appraisal Loan and any related Appraisal Reduction Amount as of the related Determination Date; (xxvii) the original and then current credit support levels for each Class of REMIC Regular Certificates, Class A-3FL Certificates and the Class A-MFL Certificates; (xxviii) the original and then current ratings for each Class of REMIC Regular Certificates, Class A-3FL Certificates and the Class A-MFL Certificates; (xxix) the aggregate amount of Prepayment Premiums and Yield Maintenance Charges collected with respect to the Mortgage Pool and each Loan Group during the related Collection Period; (xxx) the amounts, if any, actually distributed with respect to the Class R-I Certificates, Class R-II Certificates and Class Z Certificates on such Distribution Date; (xxxi) the value of any REO Property included in the Trust Fund at the end of the Collection Period, based on the most recent appraisal or valuation; (xxxii) LIBOR as calculated for the related Distribution Date and the next succeeding Distribution Date; (xxxiii) the amounts received and paid in respect of each of the Class A-3FL Swap Contract and the Class A-MFL Swap Contract; (xxxiv) identification of any payment default under the Class A-3FL Swap Contract or the Class A-MFL Swap Contract as of 11:00 AM Eastern time on the applicable Distribution Date S-279 and identification of any Rating Agency Trigger Event or other Swap Default of which Trustee has knowledge as of the close of business on the last day of the immediately preceding calendar month with respect to the Class A-3FL Swap Contract or the Class A-MFL Swap Contract; (xxxv) the amount of any (a) payment by the applicable Swap Counterparty as a termination payment, (b) payments in connection with the acquisition of a replacement interest rate swap contract and (c) collateral posted in connection with any Rating Agency Trigger Event; and (xxxvi) the amount of, and identification of, any payments on the Class A-3FL Certificates or the Class A-MFL Certificates in addition to the amount of principal and interest due thereon (including without limitation, any termination payment received in connection with the Class A-3FL Swap Contract or the Class A-MFL Swap Contract). (b) A "CMSA Loan Periodic Update File" and a "CMSA Property File" (in electronic form and substance as provided by the Master Servicer and/or the Special Servicer) setting forth certain information (with respect to CMSA Loan Periodic Update File, as of the related Determination Date) with respect to the Mortgage Loans and the Mortgaged Properties, respectively. (c) A "CMSA Collateral Summary File" and a "CMSA Bond File" setting forth certain information with respect to the Mortgage Loans and the Certificates, respectively. (d) A "CMSA Reconciliation of Funds Report" setting forth certain information with respect to the Mortgage Loans and the Certificates. The Master Servicer and/or the Special Servicer is required to deliver (in electronic format acceptable to the Trustee and Master Servicer) to the Trustee prior to each Distribution Date and the Trustee is required to provide or make available electronically or by first class mail to each Certificateholder, the Depositor, the Underwriters and each Rating Agency on each Distribution Date, the following reports: (a) CMSA Delinquent Loan Status Report; (b) CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (c) CMSA Historical Liquidation Report; (d) CMSA REO Status Report; (e) CMSA Servicer Watch List/Portfolio Review Guidelines; (f) CMSA Operating Statement Analysis Report; (g) CMSA NOI Adjustment Worksheet; (h) CMSA Comparative Financial Status Report; (i) CMSA Loan Level Reserve/LOC Report; and (j) CMSA Advance Recovery Report. Each of the reports referenced as CMSA reports will be in the form prescribed in the standard Commercial Mortgage Securities Association ("CMSA") investor reporting package. Forms of these reports are available at the CMSA's website located at "www.cmbs.org". The reports identified in clauses (a), (b), (c), (d), (i) and (j) above are referred to in this prospectus supplement as the "Unrestricted Servicer Reports", and the reports identified in clauses (e), (f), (g) and (h) above are referred to in this prospectus supplement as the "Restricted Servicer Reports". In addition, within a reasonable period of time after the end of each calendar year, the Trustee is required to send to each person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) certain items provided to Certificateholders in the monthly Distribution Date Statements and such other information as may be required to enable such Certificateholders to prepare their federal income tax returns. Such information is required S-280 to include the amount of original issue discount accrued on each Class of Certificates and information regarding the expenses of the Trust Fund. Such requirements shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code in force from time to time. The information that pertains to Specially Serviced Trust Fund Assets reflected in reports will be based solely upon the reports delivered by the Special Servicer or the Master Servicer to the Trustee prior to the related Distribution Date. Absent manifest error, none of the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent will be responsible for the accuracy or completeness of any information supplied to it by a mortgagor or third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable. Book-Entry Certificates. Until such time as definitive Offered Certificates are issued in respect of the Book-Entry Certificates, the foregoing information will be available to the holders of the Book-Entry Certificates only to the extent it is forwarded by or otherwise available through DTC and its Participants. Any beneficial owner of a Book-Entry Certificate who does not receive information through DTC or its Participants may request that the Trustee reports be mailed directly to it by written request to the Trustee (accompanied by evidence of such beneficial ownership) at the Corporate Trust Office of the Trustee. The manner in which notices and other communications are conveyed by DTC to its Participants, and by its Participants to the holders of the Book-Entry Certificates, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent and the Depositor are required to recognize as Certificateholders only those persons in whose names the Certificates are registered on the books and records of the Certificate Registrar. Information Available Electronically. On or prior to each Distribution Date, the Trustee will make available to the general public via its internet website initially located at "www.etrustee.net", (i) the related Distribution Date Statement, (ii) the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Bond File and CMSA Collateral Summary File, (iii) the Unrestricted Servicer Reports, (iv) as a convenience for the general public (and not in furtherance of the distribution thereof under the securities laws), this prospectus supplement, the accompanying prospectus and the Pooling and Servicing Agreement, and (v) any other items at the request of the Depositor. In addition, on each Distribution Date, the Trustee will make available via its internet website, on a restricted basis, (i) the Restricted Servicer Reports and (ii) the CMSA Property File. The Trustee shall provide access to such restricted reports, upon receipt of a certification in the form attached to the Pooling and Servicing Agreement, to Certificate Owners and prospective transferees, and upon request to any other Privileged Person and to any other person upon the direction of the Depositor. The Trustee and Master Servicer make no representations or warranties as to the accuracy or completeness of any report, document or other information made available on its internet website and assumes no responsibility therefor. In addition, the Trustee and the Master Servicer may disclaim responsibility for any information distributed by the Trustee or the Master Servicer, as the case may be, for which it is not the original source. The Master Servicer may make available each month via the Master Servicer's internet website, initially located at "www.wachovia.com" (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer to such Privileged Person, the Restricted Servicer Reports and the CMSA Property File. For assistance with the Master Servicer's internet website, investors may call (800) 326-1334. "Privileged Person" means any Certificateholder or any person identified to the Trustee or the Master Servicer, as applicable, as a prospective transferee of an Offered Certificate or any interests therein (that, with respect to any such holder or Certificate Owner or prospective transferee, has provided to the Trustee or the Master Servicer, as applicable, a certification in the form attached to the Pooling and Servicing Agreement), any Rating Agency, the Mortgage Loan Sellers, any holder of a Companion Loan, the Depositor and its designees, the Underwriters or any party to the Pooling and Servicing Agreement. S-281 In connection with providing access to the Trustee's internet website or the Master Servicer's internet website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer. Neither the Trustee nor the Master Servicer shall be liable for the dissemination of information in accordance with the Pooling and Servicing Agreement. Other Information. The Pooling and Servicing Agreement requires that the Master Servicer or the Special Servicer make available at its offices primarily responsible for administration of the Trust Fund, during normal business hours, or send the requesting party at the expense of such requesting party, for review by any holder or Certificate Owner owning an Offered Certificate or an interest therein or any person identified by the Trustee to the Master Servicer or Special Servicer, as the case may be, as a prospective transferee of an Offered Certificate or an interest therein, originals or copies of, among other things, the following items: (a) the Pooling and Servicing Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Offered Certificates since the Closing Date, (c) all officer's certificates delivered by the Master Servicer since the Closing Date as described under "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS-- Evidence as to Compliance" in the prospectus, (d) all accountants' reports delivered with respect to the Master Servicer since the Closing Date as described under "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Evidence as to Compliance" in the prospectus, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer, (h) the Mortgage File relating to each Mortgage Loan, and (i) any and all officers' certificates and other evidence prepared by the Master Servicer or the Special Servicer to support its determination that any Advance was or, if made, would not be recoverable from Related Proceeds. Copies of any and all of the foregoing items will be available from the Master Servicer or Special Servicer, as the case may be, upon request; however, the Master Servicer or Special Servicer, as the case may be, will be permitted to require (other than from the Rating Agencies) a certification from the person seeking such information (covering among other matters, confidentiality) and payment of a sum sufficient to cover the reasonable costs and expenses of providing such information to Certificateholders, Certificate Owners and their prospective transferees, including, without limitation, copy charges and reasonable fees for employee time and for space. S-282 ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE The "Assumed Final Distribution Date" with respect to any Class of REMIC Regular Certificates is the Distribution Date on which the Certificate Balance of such Class of Certificates would be reduced to zero based on the assumption that no Mortgage Loan is voluntarily prepaid prior to its stated maturity date (except for the ARD Loans which are assumed to be paid in full on their respective Anticipated Repayment Dates) and otherwise based on the "Table Assumptions" set forth under "YIELD AND MATURITY CONSIDERATIONS--Weighted Average Life" in this prospectus supplement, which Distribution Date shall in each case be as follows: <TABLE> ASSUMED FINAL CLASS DESIGNATION DISTRIBUTION DATE - --------------------- ------------------ Class A-1 ........... June 15, 2010 Class A-2 ........... July 15, 2010 Class A-3FL ......... July 15, 2010 Class A-3FX ......... July 15, 2010 Class A-4 ........... August 15, 2010 Class A-5 ........... December 15, 2011 Class A-6 ........... August 15, 2012 Class A-PB .......... April 15, 2015 Class A-7 ........... July 15, 2015 Class A-1A .......... July 15, 2015 Class A-MFL ......... July 15, 2015 Class A-MFX ......... July 15, 2015 Class A-J ........... July 15, 2015 Class B ............. August 15, 2015 Class C ............. August 15, 2015 Class D ............. August 15, 2015 </TABLE> The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of Balloon Payments and without regard to a reasonable liquidation time with respect to any Mortgage Loans that may be delinquent. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s). In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR (as defined in this prospectus supplement) (except that it is assumed that the ARD Loans pay their respective principal balances on their related Anticipated Repayment Dates) and no losses on the Mortgage Loans. Because the rate of principal payments (including prepayments) on the Mortgage Loans can be expected to exceed the scheduled rate of principal payments, and could exceed such scheduled rate by a substantial amount, and because losses may occur in respect of the Mortgage Loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of principal payments (including prepayments) on the Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and no assurance can be given as to actual principal payment experience. Finally, the Assumed Final Distribution Dates were calculated assuming there would not be an early termination of the Trust Fund. See "YIELD AND MATURITY CONSIDERATIONS" and "DESCRIPTION OF THE MORTGAGE POOL" in this prospectus supplement and "YIELD CONSIDERATIONS" and "DESCRIPTION OF THE TRUST FUNDS" in the accompanying prospectus. The "Rated Final Distribution Date" with respect to each Class of Offered Certificates is the Distribution Date in July 2042, the first Distribution Date that follows the second anniversary of the end of the amortization term for the Mortgage Loan that, as of the Cut-Off Date, has the longest remaining amortization term. The rating assigned by a Rating Agency to any Class of Offered Certificates entitled S-283 to receive distributions in respect of principal reflects an assessment of the likelihood that Certificateholders of such Class will receive, on or before the Rated Final Distribution Date, all principal distributions to which they are entitled. See "RATINGS" in this prospectus supplement. VOTING RIGHTS At all times during the term of the Pooling and Servicing Agreement, 100% of the voting rights for the Certificates (the "Voting Rights") will be allocated among the respective Classes of Certificates as follows: (i) 4% in the aggregate in the case of the Class X Certificates (allocated, pro rata, between the Classes of Class X Certificates based on Notional Amount) and (ii) in the case of any Class of Sequential Pay Certificates, a percentage equal to the product of 96% and a fraction, the numerator of which is equal to the aggregate Certificate Balance of such Class of Certificates (as adjusted by treating any Appraisal Reduction Amount as a Realized Loss solely for the purposes of adjusting Voting Rights) and the denominator of which is equal to the aggregate Certificate Balances of all Classes of Sequential Pay Certificates, determined as of the Distribution Date immediately preceding such time; provided, however, that the treatment of any Appraisal Reduction Amount as a Realized Loss shall not reduce the Certificate Balances of any Class for the purpose of determining the Controlling Class, the Controlling Class Representative or the Majority Subordinate Certificateholder. The holders of the Class R-I Certificates, Class R-II Certificates and Class Z Certificates will not be entitled to any Voting Rights. Voting Rights allocated to a Class of Certificates will be allocated among the related Certificateholders in proportion to the percentage interests in such Class evidenced by their respective Certificates. The Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-3FL Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates and Class A-1A Certificates will be treated as one Class for determining the Controlling Class. The Class A-MFX Certificates and the Class A-MFL Certificates will be treated as one Class for determining the Controlling Class. In addition, if either the Master Servicer or the Special Servicer is the holder of any Sequential Pay Certificate, neither of the Master Servicer or Special Servicer, in its capacity as a Certificateholder, will have Voting Rights with respect to matters concerning compensation affecting the Master Servicer or the Special Servicer. See "DESCRIPTION OF THE CERTIFICATES--Voting Rights" in the prospectus. TERMINATION The obligations created by the Pooling and Servicing Agreement will terminate following the earlier of (i) the final payment (or advance in respect thereof) or other liquidation of the last Mortgage Loan or REO Property subject thereto, and (ii) the purchase of all of the Mortgage Loans and all of the REO Properties, if any, remaining in the Trust Fund by the Master Servicer, the Special Servicer or any single Certificateholder (so long as such Certificateholder is not an affiliate of the Depositor or a Mortgage Loan Seller) that is entitled to greater than 50% of the Voting Rights allocated to the Class of Sequential Pay Certificates with the lowest payment priority then outstanding (or if no Certificateholder is entitled to greater than 50% of the Voting Rights of such Class, the Certificateholder with the largest percentage of Voting Rights allocated to such Class) (the "Majority Subordinate Certificateholder") and distribution or provision for distribution thereof to the Certificateholders. Written notice of termination of the Pooling and Servicing Agreement will be given to each Certificateholder, and the final distribution will be made only upon surrender and cancellation of the Certificates at the office of the Trustee or other registrar for the Certificates or at such other location as may be specified in such notice of termination. Any such purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder of all the Mortgage Loans and all of the REO Properties, if any, remaining in the Trust Fund is required to be made at a price equal to (i) the aggregate Purchase Price of all the Mortgage Loans (other than REO Mortgage Loans) then included in the Trust Fund, plus (ii) the fair market value of all REO Properties then included in the Trust Fund, as determined by an independent appraiser selected by the Master Servicer and approved by the Trustee (which may be less than the Purchase Price for the corresponding REO Loan), minus (iii) if the purchaser is the Master Servicer, the aggregate of amounts payable or reimbursable to the Master Servicer under the Pooling and Servicing Agreement. Such purchase will effect early retirement of the then outstanding Offered Certificates, but the right of the S-284 Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to effect such purchase is subject to the requirement that the aggregate principal balance of the Mortgage Loans is less than 1% of the Cut-Off Date Pool Balance. The purchase price paid in connection with the purchase of all Mortgage Loans and REO Properties remaining in the Trust Fund, exclusive of any portion thereof payable or reimbursable to any person other than the Certificateholders, will constitute part of the Available Distribution Amount for the final Distribution Date. The Available Distribution Amount for the final Distribution Date will be distributed by the Trustee generally as described under "--Distributions--Application of the Available Distribution Amount" in this prospectus supplement except that the distributions of principal on any Class of Sequential Pay Certificates and Class A-3FL Regular Interest or the the Class A-MFL Regular Interest described thereunder will be made, subject to available funds and the distribution priorities described thereunder, in an amount equal to the entire Certificate Balance of such Class of Certificates or the Class A-3FL Regular Interest or the Class A-MFL Regular Interest remaining outstanding. An exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z Certificates and the REMIC Residual Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made: (i) if the then outstanding Certificates (other than the Class Z Certificates and the REMIC Residual Certificates) are held by a single Certificateholder, (ii) after the Class A-1 Certificates, Class A-2 Certificates, Class A-3FL Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates, Class A-1A Certificates, Class A-MFL Certificates, Class A-MFX Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates and Class D Certificates have been paid in full, and (iii) by giving written notice to each of the parties to the Pooling and Servicing Agreement no later than 30 days prior to the anticipated date of exchange. In the event that such Certificateholder elects to exchange its Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund, such Certificateholder must deposit in the Certificate Account, in immediately available funds, an amount equal to all amounts then due and owing to the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar, the REMIC Administrator and their respective agents under the Pooling and Servicing Agreement. For purposes of the foregoing provisions relating to termination of the Trust, with respect to the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, the term REO Property refers to the Trust's beneficial interest in the related REO Property under the 2005-C19 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Pooling and Servicing Agreement and the MSCI 2005-HQ6 Pooling and Servicing Agreement, respectively. THE TRUSTEE LaSalle Bank National Association (the "Trustee") is acting as trustee pursuant to the Pooling and Servicing Agreement. See "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--The Trustee," "--Duties of the Trustee," "--Certain Matters Regarding the Trustee" and "--Resignation and Removal of the Trustee" in the accompanying prospectus. As compensation for its services, the Trustee will be entitled to receive monthly, from general funds on deposit in the Distribution Account, the Trustee Fee. The "Trustee Fee" for each Mortgage Loan and each REO Loan for any Distribution Date equals one month's interest for the most recently ended calendar month (calculated on the basis of a 360-day year consisting of twelve 30-day months), accrued at the Trustee Fee rate on the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, outstanding immediately following the prior Distribution Date (or, in the case of the initial Distribution Date, as of the Closing Date). The Trustee Fee rate is a per annum rate set forth in the Pooling and Servicing Agreement. In addition, the Trustee will be entitled to recover from the Trust Fund all reasonable unanticipated expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including expenses incurred in the ordinary course of performing its duties as Trustee under the Pooling and Servicing Agreement, and not including any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. The Trustee will not be entitled to any fee with respect to any Companion Loan. The Trustee also has certain duties with respect to REMIC Administration (in such capacity, the "REMIC Administrator"). See "MATERIAL S-285 FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Residual Certificates" and "--Reporting and Other Administrative Matters" in the prospectus. The Trustee is also authorized to invest or direct the investment of funds held in the Distribution Account, the Interest Reserve Account, the Additional Interest Account and the Gain-on-Sale Reserve Account 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 Trustee 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. THE FISCAL AGENT ABN AMRO Bank N.V. (the "Fiscal Agent"), a banking corporation organized under the laws of The Netherlands, will act as Fiscal Agent pursuant to the Pooling and Servicing Agreement. In the event that the Master Servicer and the Trustee fail to make a required advance, the Fiscal Agent will be required to make such advance; provided that the Fiscal Agent will not be obligated to make any advance that it determines to be nonrecoverable. The Fiscal Agent will be entitled to rely conclusively on any determination by the Master Servicer or the Trustee, as applicable, that an advance, if made, would be nonrecoverable. The Fiscal Agent will be entitled to reimbursement for each advance made by it in the same manner and to the same extent as, but prior to, the Trustee and the Master Servicer. The Fiscal Agent will make no representation as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates, the Mortgage Loans or related documents or the sufficiency of this prospectus supplement. The duties and obligations of the Fiscal Agent will consist only of making advances as described in "--P&I Advances" in this prospectus supplement. The Fiscal Agent will not be liable except for the performance of such duties and obligations. S-286 DESCRIPTION OF THE SWAP CONTRACTS GENERAL On the Closing Date, the Depositor will transfer the Class A-3FL Regular Interest to the Trust Fund in exchange for the Class A-3FL Certificates, which will represent all of the beneficial interest in the portion of the Trust Fund consisting of the Class A-3FL Regular Interest, the Class A-3FL Swap Contract and the Class A-3FL Floating Rate Account. In addition, on the Closing Date, the Depositor will transfer the Class A-MFL Regular Interest to the Trust Fund in exchange for the Class A-MFL Certificates, which will represent all of the beneficial interest in the portion of the Trust Fund consisting of the Class A-MFL Regular Interest, the Class A-MFL Swap Contract and the Class A-MFL Floating Rate Account. The Trustee, on behalf of the Trust Fund, will enter into two interest rate swap contracts: (i) the swap contract related to the Class A-3FL Regular Interest (the "Class A-3FL Swap Contract"), with Wachovia Bank, National Association (the "Class A-3FL Swap Counterparty") and (ii) the swap contract related to the Class A-MFL Regular Interest (the "Class A-MFL Swap Contract"), with Wachovia Bank, National Association (the "Class A-MFL Swap Counterparty"). The Class A-3FL Swap Contract will have a maturity date of the Distribution Date in July 2042 (the same date as the Rated Final Distribution Date of the Class A-3FL Certificates) or earlier if the Certificate Balance of the Class A-3FL Regular Interest is reduced to zero prior to such date. The Class A-MFL Swap Contract will have a maturity date of the Distribution Date in July 2042 (the same date as the Rated Final Distribution Date of the Class A-MFL Certificates) or earlier if the Certificate Balance of the Class A-MFL Regular Interest is reduced to zero prior to such date. The Trustee will make available to the related Swap Counterparty the Distribution Date Statement, which statement will include LIBOR applicable to the related Interest Accrual Period and the fixed rate amount payable by the Trust Fund (including any shortfall in the regular fixed rate payment attributable to the Class A-3FL Regular Interest and the Class A-MFL Regular Interest), as well as any Yield Maintenance Charges payable to the related Swap Counterparty. See "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement. The Trustee will also calculate the amounts, if any, due from or payable to the related Swap Counterparty under the related Swap Contract. The Trustee may make withdrawals from the related Floating Rate Account only for the following purposes: (i) with regard to the Class A-3FL Floating Rate Account, to distribute to the holders of the Class A-3FL Certificates the Class A-3FL Available Funds for any Distribution Date and with regard to the Class A-MFL Floating Rate Account, to distribute to the holders of the Class A-MFL Certificates the Class A-MFL Available Funds for any Distribution Date; (ii) to withdraw any amount deposited into the related Floating Rate Account that was not required to be deposited in such account; (iii) to pay any regularly scheduled payments required to be paid to the related Swap Counterparty under the related Swap Contract in accordance with the Pooling and Servicing Agreement; and (iv) to clear and terminate the account pursuant to the terms of the Pooling and Servicing Agreement. For purposes hereof, "Class A-3FL Available Funds" will equal the sum of (i) the total amount of all principal and/or interest distributions on or in respect of the Class A-3FL Regular Interest with respect to such Distribution Date and (ii) the amounts, if any, received from the Class A-3FL Swap Counterparty pursuant to the Class A-3FL Swap Contract, less, (iii) with respect to interest distributions, the regularly scheduled interest payment required to be paid to the Class A-3FL Swap Counterparty pursuant to the Class A-3FL Swap Contract for such Distribution Date. The "Class A-3FL Interest Distribution Amount" means, with respect to any Distribution Date, an amount equal to the sum of (i) amounts in respect of interest received on the Class A-3FL Regular Interest for such Distribution Date and (ii) the amount required to be paid to the Trust Fund by the Class A-3FL Swap Counterparty under the Class A-3FL Swap Contract, less (iii) the regularly scheduled interest payment required to be paid to the Class A-3FL Swap Counterparty by the Trust Fund under the Class A-3FL Swap Contract. The "Class A-3FL Principal Distribution Amount" means, with respect to any Distribution Date, the amount of principal allocated to the Class A-3FL Regular Interest as described under "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement. For purposes hereof, "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 S-287 respect to such Distribution Date and (ii) the amounts, if any, received from the Class A-MFL Swap Counterparty pursuant to the Class A-MFL Swap Contract, less, (iii) with respect to interest distributions, the regularly scheduled interest payment required to be paid to the Class A-MFL Swap Counterparty pursuant to the Class A-MFL Swap Contract for such Distribution Date. The "Class A-MFL Interest Distribution Amount" means, with respect to any Distribution Date, an amount equal to the sum of (i) amounts in respect of interest received on the Class A-MFL Regular Interest for such Distribution Date and (ii) the amount required to be paid to the Trust Fund by the Class A-MFL Swap Counterparty under the Class A-MFL Swap Contract, less (iii) the regularly scheduled interest payment required to be paid to the Swap Counterparty by the Trust Fund under the Class A-MFL Swap Contract. The "Class A-MFL Principal Distribution Amount" means, with respect to any Distribution Date, the amount of principal allocated to the Class A-MFL Regular Interest as described under "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement. THE SWAP CONTRACTS The Swap Contracts will provide that, so long as the related Swap Contract is in effect and there is no continuing payment default by the related Swap Counterparty, (a) on each Distribution Date, commencing in September 2005, the Trustee will pay or cause to be paid to the related Swap Counterparty (i) any Yield Maintenance Charges in respect of the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, as applicable, for the related Distribution Date and (ii) one month's interest at the Pass-Through Rate applicable to the Class A-3FL Regular Interest and the Class A-MFL Regular Interest accrued for the related Interest Accrual Period on the Certificate Balance of the Class A-3FL Certificates and the Class A-MFL Certificates, respectively, and (b) on the Business Day prior to each Distribution Date, commencing in September 2005, the related Swap Counterparty will pay to the Trustee, for the benefit of the Class A-3FL Certificateholders and the Class A-MFL Certificateholders, one month's interest at the Pass-Through Rate applicable to the Class A-3FL Certificates and the Class A-MFL Certificates accrued for the related Interest Accrual Period on the Certificate Balance of the Class A-3FL Certificates and the Class A-MFL Certificates, respectively. Such payments will be made on a net basis. In addition, the Class A-MFL Swap Contract and the Pooling and Servicing Agreement will each provide that if, on the Distribution Date in August 2015, the Class A-MFL Certificates remain outstanding and the Class A-MFL Swap Contract is in effect, then on each subsequent Distribution Date until such time as the Class A-MFL Certificates are no longer outstanding or the Class A-MFL Certificates convert to a fixed rate, the Trustee will pay or cause to be paid to the Class A-MFL Swap Counterparty an amount up to the amount equal to the product of (x) the Class X-C Pass-Through Rate Reduction Percentage and (y) the then-Notional Amount of the Class X-C Certificates (the "Additional Swap Contract Payments"). On any Distribution Date for which the funds allocated to payment of amounts in respect of interest received on the Class A-3FL Regular Interest or the Class A-MFL Regular Interest, as the case may be, are insufficient to pay all amounts (other than any Additional Swap Contract Payments) due to the related Swap Counterparty under the related Swap Contract for such Distribution Date, the amounts payable by the related Swap Counterparty to the Trust Fund under the related Swap Contract will be reduced, on a dollar for dollar basis, by the amount of such shortfall, and holders of the Class A-3FL Certificates or the Class A-MFL Certificates, as the case may be, will experience a shortfall in their anticipated yield. If the related Swap Counterparty's long term rating is not at least equal to the required ratings levels set forth in the related Swap Contract (a "Rating Agency Trigger Event"), the related 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 related Swap Counterparty fails to either post acceptable collateral, fails to find an acceptable replacement swap counterparty under a Rating Agency Trigger Event, fails to make a payment to the Trust Fund required under the related Swap Contract or an early termination date is designated under the related Swap Contract with respect to which the related Swap Counterparty is the defaulting party or the sole affected party in accordance with its terms (each such event, a "Swap Default"), then the Trustee will be required to take such actions (following the expiration of any applicable grace period), subject to the Trustee's determination that the costs of such S-288 action will be reimbursed, unless otherwise directed in writing by the holders of 25%, by Certificate Balance, of the Class A-3FL Certificates or the Class A-MFL Certificates, as the case may be, to enforce the rights of the Trust Fund under the related Swap Contract as may be permitted by the terms of the related Swap Contract and use any termination payments, if any, received from the related Swap Counterparty (as described in this prospectus supplement) to enter into a replacement interest rate swap contract on substantially identical terms. If the costs attributable to entering into a replacement interest rate swap contract would exceed the net proceeds of the liquidation of the related Swap Contract, a replacement interest rate swap contract will not be entered into and any such proceeds will instead be distributed to the holders of the Class A-3FL Certificates or the Class A-MFL Certificates, as the case may be. To the extent not otherwise set forth in the Pooling and Servicing Agreement, any termination payment payable by the Trust Fund to the related Swap Counterparty will be limited (i) to the extent of any payment made by a replacement swap counterparty to the Trust Fund in consideration for entering into such replacement swap contract, if any (less any costs and expenses incurred by the Trust Fund in connection with entering into such replacement swap contract), and (ii) to amounts designated therefore out of the related Floating Rate Account in accordance with the Pooling and Serving Agreement. The related Swap Contract provides the related Swap Counterparty with the ability to terminate such Swap Contract upon various events of default and termination events specified in the related Swap Contract, including any failure by the Trustee to perform or comply with any provisions under the Pooling and Servicing Agreement (beyond any applicable grace periods therein). Any conversion to distributions equal to distributions on the Class A-3FL Regular Interest or the Class A-MFL Regular Interest, as the case may be, pursuant to a Swap Default will become permanent following the determination by either the Trustee or the holders of 25% of the applicable Class of Certificates not to enter into a replacement interest rate swap contract and distribution of any termination payments to the holders of such Class of Certificates. Any such Swap Default and the consequent conversion to distributions equal to distributions on such Class A-3FL Regular Interest or the Class A-MFL Regular Interest, as the case may be, will not constitute a default under the Pooling and Servicing Agreement. Any such conversion to distributions equal to distributions on the Class A-3FL Regular Interest or the Class A-MFL Regular Interest, might result in a temporary delay of payment of the distributions to the holders of the Class A-3FL Certificates and the Class A-MFL Certificates, respectively, if notice of the resulting change in payment terms of the Certificates is not given to DTC within the time frame in advance of the Distribution Date that DTC requires to modify the payment. The Trustee will have no obligation on behalf of the Trust Fund to pay or cause to be paid to the related Swap Counterparty any portion of the amounts due to the related Swap Counterparty under the related Swap Contract for any Distribution Date unless and until the related interest payment on the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, as the case may be, for such Distribution Date is actually received by the Trustee. THE SWAP COUNTERPARTY Wachovia Bank, National Association (the "Bank") is the Class A-3FL Swap Counterparty and the Class A-MFL Swap Counterparty under the Class A-3FL Swap Contract and the Class A-MFL Swap Contract, respectively. The Bank is also one of the Mortgage Loan Sellers, the Master Servicer and the LB-UBS 2005-C3 Master Servicer, is an affiliate of Wachovia Commercial Mortgage Securities, Inc., which is the Depositor, and is an affiliate of Wachovia Capital Markets, LLC, which is an Underwriter. The Bank is a subsidiary of Wachovia Corporation, whose principal office is located in Charlotte, North Carolina. Wachovia Corporation is the fourth largest bank holding company in the United States based on approximately $507 billion in total assets as of March 31, 2005. The Bank is a national banking association with its principal office in Charlotte, North Carolina and is subject to examination and primary regulation by the Office of the Comptroller of the Currency of the United States. The Bank is a commercial bank offering a wide range of banking, trust and other services to its customers. As of March 31, 2005, the Bank had total assets of approximately $455 billion, total net loans of approximately $239 billion, total deposits of approximately $307 billion and equity capital of approximately $47 billion. S-289 The Bank submits quarterly to the Federal Deposit Insurance Corporation (the "FDIC") a "Consolidated Report of Condition and Income for a Bank With Domestic and Foreign Offices" (each, a "Call Report", and collectively, the "Call Reports"). The publicly available portions of the Call Reports with respect to the Bank (and its predecessor banks) are on file with the FDIC, and copies of such portions of the Call Reports may be obtained from the FDIC, Public Information Center, 801 17th Street, NW, Room 100, Washington, DC 20434, (877) 275-3342, at prescribed rates. In addition, such portions of the Call Reports are available to the public free of charge at the FDIC's web site at http://www.fdic.gov. Wachovia Corporation is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such documents can be read and copied at the Commission's public reference room in Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. In addition, such documents are available to the public free of charge at the SEC's web site at http://www.sec.gov. Reports, documents and other information about Wachovia Corporation also can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York. The information contained in this section relates to and has been obtained from the Bank. The information concerning the Bank contained herein is furnished solely to provide limited introductory information regarding the Bank and does not purport to be comprehensive. Such information regarding the Bank is qualified in its entirety by the detailed information appearing in the documents referenced above. The delivery of this prospectus supplement shall not create any implication that there has been no change in the affairs of the Bank since the date of this prospectus supplement, or that the information contained in this section is correct as of any time subsequent to its date. THE SWAP CONTRACTS ARE OBLIGATIONS OF THE BANK AND ARE NOT OBLIGATIONS OF WACHOVIA CORPORATION. NO BANKING OR OTHER AFFILIATE CONTROLLED BY WACHOVIA CORPORATION, EXCEPT THE BANK, IS OBLIGATED TO MAKE PAYMENTS UNDER THE SWAP CONTRACTS. S-290 YIELD AND MATURITY CONSIDERATIONS YIELD CONSIDERATIONS General. The yield on any Offered Certificate will depend on, among other things, (a) the price at which such Certificate is purchased by an investor and (b) the rate, timing and amount of distributions on such Certificate. The rate, timing and amount of distributions on any Offered Certificate will in turn depend on, among other things, (i) the Pass-Through Rate for such Certificate, (ii) the rate and timing of principal payments (including principal prepayments) and other principal collections on the Mortgage Loans and the extent to which such amounts are to be applied in reduction of the Certificate Balance, (iii) the rate, timing and severity of Realized Losses and Additional Trust Fund Expenses and the extent to which such losses and expenses are allocable in reduction of the Certificate Balance, and (iv) the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which such shortfalls allocable are in reduction of the Distributable Certificate Interest payable on the related Class. In addition, the yield to investors in the Class A-3FL Certificates and the Class A-MFL Certificates will be highly sensitive to changes in LIBOR such that decreasing levels of LIBOR will have a negative impact on the yield to investors in such Class of Certificates. See "RISK FACTORS--Sensitivity to LIBOR and Yield Considerations" and "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement. Rate and Timing of Principal Payment. The yield to holders of any Offered Certificates purchased at a discount or premium will be affected by the rate and timing of principal payments made in reduction of the Certificate Balance of any Class of Sequential Pay Certificates. As described in this prospectus supplement, the Loan Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been retired, any remaining Loan Group 2 Principal Distribution Amount) for each Distribution Date will generally be distributable first to reduce the Certificate Balance of the Class A-PB Certificates to the Class A-PB Planned Principal Balance, then to the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-2 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-3FL Regular Interest and the Class A-3FX Certificates, pro rata, until the Certificate Balance thereof is reduced to zero then, to the Class A-4 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-5 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-6 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-PB Certificates until the Certificate Balance thereof is reduced to zero and then, to the Class A-7 Certificates until the Certificate Balance thereof is reduced to zero. The Loan Group 2 Principal Distribution Amount (and, after the Class A-7 Certificates have been retired, any remaining Loan Group 1 Principal Distribution Amount) for each Distribution Date will generally be distributable first to the Class A-1A Certificates. After those distributions, the remaining Principal Distribution Amount with respect to the Mortgage Pool will generally be distributable entirely in respect of the Class A-MFL Regular Interest and the Class A-MFX Certificates, pro rata, and then to the Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates and then the Non-Offered Certificates (other than the Class X Certificates and Class Z Certificates), in that order, in each case until the Certificate Balance of such Class of Certificates, the Class A-3FL Regular Interest or Class A-MFL Regular Interest is reduced to zero. Consequently, the rate and timing of principal payments that are distributed or otherwise result in reduction of the Certificate Balance of any Class of Offered Certificates, will be directly related to the rate and timing of principal payments on or in respect of the Mortgage Loans, which will in turn be affected by the amortization schedules thereof, the dates on which Balloon Payments are due, any extension of maturity dates by the Master Servicer, the 2005-C19 Master Servicer, the 2005-C19 Special Servicer, the LB-UBS 2005-C3 Master Servicer, the LB-UBS 2005-C3 Special Servicer, the MSCI 2005-HQ6 Master Servicer or the MSCI 2005-HQ6 Special Servicer, as the case may be, and the rate and timing of principal prepayments and other unscheduled collections thereon (including for this purpose, collections made in connection with liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of Mortgage Loans out of the Trust Fund). Furthermore, because the amount of principal that will be distributed to the Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates and Class A-1A Certificates and the Class A-3FL Regular Interest will generally be based upon the particular Loan Group that the related S-291 Mortgage Loan is deemed to be in, the yield on the Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates and the Class A-7 Certificates and the Class A-3FL Regular Interest 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. With respect to the Class A-PB Certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-PB Certificates to principal prepayments on the Mortgage Loans will depend in part on the period of time during which the Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates and Class A-1A Certificates and the Class A-3FL Regular Interest remain outstanding. In particular, once such Classes of Certificates are no longer outstanding, any remaining portion on any Distribution Date of the Loan Group 1 Principal Distribution Amount and/or Loan Group 2 Principal Distribution Amount, as applicable, will be distributed on the Class A-PB Certificates until the Certificate Balance of the Class A-PB Certificates is reduced to zero. Accordingly, the Class A-PB Certificates will become more sensitive to the rate of prepayments on the Mortgage Loans than they were when the Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates and Class A-1A Certificates and the Class A-3FL Regular Interest were outstanding. In addition, although the borrowers under ARD Loans may have certain incentives to repay ARD Loans on their Anticipated Repayment Dates, there can be no assurance that the related borrowers will be able to repay the ARD Loans on their Anticipated Repayment Date. The failure of a borrower to repay the ARD Loans on their Anticipated Repayment Dates will not be an event of default under the terms of the ARD Loans, and pursuant to the terms of the Pooling and Servicing Agreement, neither the Master Servicer nor the Special Servicer will be permitted to take any enforcement action with respect to a borrower's failure to pay Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the scheduled maturity of the ARD Loans; provided that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply Excess Cash Flow to principal in accordance with the terms of the related Mortgage Loan documents. In addition, if the Master Servicer, the Trustee or the Fiscal Agent, as applicable, 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, then that Advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted, to be reimbursed first out of the Principal Distribution Amount otherwise distributable on the Certificates (prior to being deemed reimbursed out of payments and other collections of interest on the underlying Mortgage Loans otherwise distributable on the Certificates), thereby reducing the Principal Distribution Amount of the Offered Certificates. Any such reduction in the amount distributed as principal of the Certificates may adversely affect the weighted average lives and yields to maturity of one or more Classes of Certificates and, after a Final Recovery Determination has been made, will create Realized Losses. Prepayments and, assuming the respective stated maturity dates therefor have not occurred, liquidations and purchases of the Mortgage Loans, will result in distributions on the Certificates of amounts that would otherwise be distributed over the remaining terms of the Mortgage Loans. Defaults on the Mortgage Loans, particularly at or near their stated maturity dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Offered Certificates that are Sequential Pay Certificates) while work-outs are negotiated or foreclosures are completed. See "SERVICING OF THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this prospectus supplement and "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Realization upon Defaulted Mortgage Loans" and "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Foreclosure" in the prospectus. The extent to which the yield to maturity of any Class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which such Certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans (and which of the Loan Groups such Mortgage Loan is deemed to be in) with respect to the Class A-1 Certificates, Class A-2 S-292 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates and Class A-1A Certificates and the Class A-3FL Regular Interest in turn are distributed or otherwise result in reduction of the Certificate Balance of such Certificates. An investor should consider, in the case of any Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on the Mortgage Loans is distributed to or otherwise results in reduction of the principal balance of an Offered Certificate purchased at a discount or premium, the greater will be the effect on an investor's yield to maturity. As a result, the effect on an investor's yield of principal payments on the Mortgage Loans and in particular in the case of the Class A-1A Certificates, on the Mortgage Loans in Loan Group 2 occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of such principal payments. Because the rate of principal payments on the Mortgage Loans will depend on future events and a variety of factors (as described more fully below), no assurance can be given as to such rate or the rate of principal prepayments in particular. The Depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the Mortgage Loans. Losses and Shortfalls. The yield to holders of the Offered Certificates will also depend on the extent to which such holders are required to bear the effects of any losses or shortfalls on the Mortgage Loans. Losses and other shortfalls on the Mortgage Loans will, with the exception of any Net Aggregate Prepayment Interest Shortfalls, generally be borne by the respective Classes of Sequential Pay Certificates and, correspondingly, the Class A-3FL Regular Interest and the Class A-MFL Regular Interest (other than the Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates and Class A-1A Certificates and the Class A-3FL Regular Interest, which share such losses and shortfalls pro rata) to the extent of amounts otherwise distributable in respect of such Certificates, in reverse order of payment priority. Realized Losses and Additional Trust Fund Expenses will be allocated, as and to the extent described in this prospectus supplement, to the holders of the respective Classes of Sequential Pay Certificates and, correspondingly, the Class A-3FL Regular Interest and the Class A-MFL Regular Interest (other than the Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates and Class A-1A Certificates and the Class A-3FL Regular Interest) (in reduction of the Certificate Balance of each such Class), in reverse payment priorities. In the event of a reduction of the Certificate Balances of all such Classes of Certificates, such losses and shortfalls will then be borne, pro rata, by the Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates and Class A-1A Certificates and the Class A-3FL Regular Interest (and the Class X Certificates with respect to shortfalls of interest). As more fully described under "DESCRIPTION OF THE CERTIFICATES--Distributions--Distributable Certificate Interest" in this prospectus supplement, Net Aggregate Prepayment Interest Shortfalls will generally be borne by the respective Classes of REMIC Regular Certificates (other than the Class X Certificates) on a pro rata basis. In addition, although losses will not be directly allocated to the Class A-3FL Certificates, losses allocated to the Class A-3FL Regular Interest will result in a corresponding reduction of the Certificate Balance of the Class A-3FL Certificates. Similarly, although losses will not be directly allocated to the Class A-MFL Certificates, losses allocated to the Class A-MFL Regular Interest will result in a corresponding reduction of the Certificate Balance of the Class A-MFL Certificates. Pass-Through Rate. The yield on the Class A-7 Certificates, Class A-1A Certificates, Class A-MFX Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates and Class D Certificates could be adversely affected if Mortgage Loans with higher interest rates pay faster than Mortgage Loans with lower interest rates since these Classes bear interest at a rate limited by, based upon, or equal to, the Weighted Average Net Mortgage Rate of the Mortgage Loans. S-293 Certain Relevant Factors. The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the Mortgage Loans (for example, due-on-sale clauses, Lockout Periods, provisions requiring the payment of Prepayment Premiums, Yield Maintenance Charges and amortization terms that require Balloon Payments), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental units, hotel/motel guest rooms, health care facility beds, mobile home park pads or comparable commercial space, as applicable, in such areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See "RISK FACTORS--The Mortgage Loans", "--Prepayments Will Affect Your Yield" and "DESCRIPTION OF THE MORTGAGE POOL" in this prospectus supplement and "YIELD CONSIDERATIONS--Prepayment Considerations" in the accompanying prospectus. The rate of prepayment on the Mortgage Pool is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage interest rate, the related borrower may have an incentive to refinance its mortgage loan. As of the Cut-Off Date, all of the Mortgage Loans may be prepaid at any time after the expiration of any applicable Lockout Period, subject, in some cases, to the payment of a Prepayment Premium or a Yield Maintenance Charge. A requirement that a prepayment be accompanied by a Prepayment Premium or Yield Maintenance Charge may not provide a sufficient economic disincentive to deter a borrower from refinancing at a more favorable interest rate. With respect to one Mortgage Loan (loan number 24), representing 0.9% of the Cut-Off Date Pool Balance, in the event that the related borrower does not satisfy certain economic performance criteria specified in the related Mortgage Loan documents within 6 months after the origination date, an upfront reserve in the original amount of $6,050,000 is required to be applied to reduce the outstanding principal balance of the Mortgage Loan and to pay any related Yield Maintenance Premium, in which event the amortization schedule will be recast and the monthly debt service payments on the Mortgage Loan will be adjusted. With respect to one Mortgage Loan (loan number 88), representing 0.2% of the Cut-Off Date Pool Balance, in the event that the related borrower does not satisfy certain economic performance criteria specified in the related Mortgage Loan documents within 12 months after the origination date, an upfront reserve in the original amount of $1,100,000 is required to be applied to reduce the outstanding principal balance of the Mortgage Loan and to pay any related Yield Maintenance Premium, in which event the amortization schedule will be recast and the monthly debt service payments on the Mortgage Loan will be adjusted. Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell or refinance Mortgaged Properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits. The Depositor makes no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of such factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to whether a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans. Delay in Payment of Distributions. Because monthly distributions will not be made to Certificateholders until a date that is scheduled to be up to 15 days following the Due Dates for the Mortgage Loans during the related Collection Period, the effective yield to the holders of the Offered Certificates (other than the Class A-3FL and Class A-MFL Certificates) will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming such prices did not account for such delay). Unpaid Distributable Certificate Interest. As described under "DESCRIPTION OF THE CERTIFICATES--Distributions--Application of the Available Distribution Amount" in this prospectus S-294 supplement, if the portion of the Available Distribution Amount distributable in respect of interest on any Class of Offered Certificates, Class A-3FL Regular Interest or the Class A-MFL Regular Interest on any Distribution Date is less than the Distributable Certificate Interest then payable for such Class of Certificates, Class A-3FL Regular Interest or the Class A-MFL Regular Interest, as applicable, the shortfall will be distributable to holders of such Class of Certificates, Class A-3FL Regular Interest or the Class A-MFL Regular Interest, as applicable, on subsequent Distribution Dates, to the extent of available funds. Any such shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of such Class of Certificates for so long as it is outstanding. Any such shortfall distributed to Class A-3FL Regular Interest, will be distributed to the holders of the Class A-3FL Certificates, to the extent such shortfall is not otherwise payable to the Class A-3FL Swap Counterparty pursuant to the Class A-3FL Swap Contract. Similarly, any such shortfall distributed to the Class A-MFL Regular Interest, will be distributed to the holders of the Class A-MFL Certificates, to the extent such shortfall is not otherwise payable to the Class A-MFL Swap Counterparty pursuant to the Class A-MFL Swap Contract. Optional Termination. Any optional termination of the Trust Fund would have an effect similar to a prepayment in full of the Mortgage Loans (without, however, the payment of any Prepayment Premiums or Yield Maintenance Charges) and, as a result, investors in any Certificates purchased at a premium might not fully recoup their initial investment. See "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement. WEIGHTED AVERAGE LIFE The weighted average life of any Class A-1 Certificates, Class A-2 Certificates, Class A-3FL Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates, Class A-1A Certificates, Class A-MFL Certificates, Class A-MFX Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates and Class D Certificates refers to the average amount of time that will elapse from the assumed Closing Date until each dollar allocable to principal of such Certificate is distributed to the investor. The weighted average life of any such Offered Certificate will be influenced by, among other things, the rate at which principal on the Mortgage Loans is paid or otherwise collected or advanced and applied to pay principal of such Offered Certificate, which may be in the form of scheduled amortization, voluntary prepayments, insurance and condemnation proceeds and liquidation proceeds. As described in this prospectus supplement, the Loan Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been retired, any remaining Loan Group 2 Principal Distribution Amount) for each Distribution Date will generally be distributable first to reduce the Certificate Balance of the Class A-PB Certificates to the Class A-PB Planned Principal Balance, then to the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-2 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-3FL Regular Interest and the Class A-3FX Certificates, pro rata, until the Certificate Balance thereof is reduced to zero, then, to the Class A-4 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-5 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-6 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-PB Certificates until the Certificate Balance thereof is reduced to zero and then, to the Class A-7 Certificates until the Certificate Balance thereof is reduced to zero. The Loan Group 2 Principal Distribution Amount (and, after the Class A-7 Certificates have been retired, any remaining Loan Group 1 Principal Distribution Amount) for each Distribution Date will generally be distributable first to the Class A-1A Certificates. After those distributions, the remaining Principal Distribution Amount with respect to the Mortgage Pool will generally be distributable entirely in respect of the Class A-MFL Regular Interest and the Class A-MFX Certificates, pro rata, and then to the Class A-J Certificates, the Class B Certificates, the Class C Certificates and the Class D Certificates in that order, in each case until the Certificate Balance of such Class of Certificates or the Class A-MFL Regular Interest, as applicable, is reduced to zero. A reduction in the Certificate Balance of the Class A-3FL Regular Interest or the Class A-MFL Regular Interest will result in a corresponding reduction of the Certificate Balance of the Class A-3FL Certificates and the Class A-MFL Certificates, respectively. The tables below indicate the percentage of the initial Certificate Balance of each Class of Offered Certificates that would be outstanding after each of the dates shown and the corresponding weighted S-295 average life of each such Class of Offered Certificates. To the extent that the Mortgage Loans or the Certificates have characteristics that differ from those assumed in preparing the tables, the Class A-1 Certificates, Class A-2 Certificates Class A-3FL Certificates, Class A-3FX Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-PB Certificates, Class A-7 Certificates, Class A-1A Certificates, Class A-MFL Certificates, Class A-MFX Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates and Class D Certificates may mature earlier or later than indicated by the tables. With respect to the Class A-PB Certificates, although based on the Table Assumptions (as defined below), the Certificate Balance of the Class A-PB Certificates on each Distribution Date would be reduced to the Class A-PB Planned Principal Amount for such Distribution Date, there is no assurance that the Mortgage Loans will perform in conformity with the Table Assumptions. Therefore, there can be no assurance that the Certificate Balance of the Class A-PB Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1A Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3FX Certificates, the Class A-3FL Regular Interest, Class A-4 Certificates, Class A-5 Certificates and Class A-6 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Loan Group 1 Principal Distribution Amount and/or Loan Group 2 Principal Distribution Amount, as applicable, will be distributed on the Class A-PB Certificates until the Certificate Balance of the Class A-PB Certificates is reduced to zero. Accordingly, the Mortgage Loans will not prepay at any constant rate nor will the Mortgage Loans prepay at the same rate, and it is highly unlikely that the Mortgage Loans will prepay in a manner consistent with the assumptions described above. In addition, variations in the actual prepayment experience and in the balance of the Mortgage Loans that actually prepay may increase or decrease the percentages of initial Certificate Balances (and shorten or extend the weighted average lives) shown in the following tables. Investors are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay. Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this prospectus supplement is the "Constant Prepayment Rate" or "CPR" model. The CPR model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then scheduled principal balance of the pool of mortgage loans. As used in the tables set forth below, the column headed "0% CPR" assumes that none of the Mortgage Loans is prepaid in whole or in part before maturity or the Anticipated Repayment Date, as the case may be. The columns headed "25% CPR", "50% CPR", "75% CPR" and "100% CPR", respectively, assume that prepayments are made each month at those levels of CPR on the Mortgage Loans that are eligible for prepayment under the Table Assumptions set forth in the next paragraph (each such scenario, a "Scenario"). There is no assurance, however, that prepayments on the Mortgage Loans will conform to any level of CPR, and no representation is made that the Mortgage Loans will prepay at the levels of CPR shown or at any other prepayment rate. The tables below were derived from calculations based on the following assumptions (the "Table Assumptions"): (i) no Mortgage Loan prepays during any applicable Lockout Period or any period during which Defeasance Collateral is permitted or required to be pledged or any period during which a yield maintenance charge is required (otherwise, in the case of each table, each Mortgage Loan is assumed to prepay at the indicated level of CPR, with each prepayment being applied on the first day of the applicable month in which it is assumed to be received), (ii) the Pass-Through Rates and initial Certificate Balances of the respective Classes of Sequential Pay Certificates are as described in this prospectus supplement, (iii) there are no delinquencies or defaults with respect to, and no modifications, waivers or amendments of the terms of, the Mortgage Loans, (iv) there are no Realized Losses, Additional Trust Fund Expenses or Appraisal Reduction Amounts with respect to the Mortgage Loans or the Trust Fund, (v) scheduled interest and principal payments on the Mortgage Loans are timely received, (vi) ARD Loans pay in full on their Anticipated Repayment Dates, (vii) all Mortgage Loans have Due Dates on the first day of each month and accrue interest on the respective basis described in this prospectus supplement (i.e., a 30/360 basis or an Actual/360 basis), (viii) all prepayments are accompanied by a full month's interest and there are no Prepayment Interest Shortfalls, (ix) there are no breaches of the Mortgage Loan Sellers' representations and warranties regarding its Mortgage Loans, (x) all applicable Prepayment Premiums and Yield Maintenance Charges are collected, (xi) no party entitled thereto exercises its right S-296 of optional termination of the Trust Fund and no party entitled thereto will exercise its option to purchase any Mortgage Loan from the Trust Fund described in this prospectus supplement, (xii) the borrowers under any Mortgage Loans which permit the borrower to choose between defeasance or a yield maintenance charge choose to be subject to a yield maintenance charge, (xiii) distributions on the Certificates are made on the 15th day (each assumed to be a business day) of each month, commencing in September 2005, (xiv) the Closing Date for the sale of the Offered Certificates is August 23, 2005 and (xv) neither Swap Contract is subject to a Swap Default. The tables set forth below (except for the last two tables which are labeled "Discount Margins for the Class A-3FL Certificates" and "Discount Margins for the Class A-MFL Certificates", respectively) indicate the resulting weighted average lives of each Class of Offered Certificates and set forth the percentages of the initial Certificate Balance of such Class of Offered Certificates that would be outstanding after each of the dates shown in each case assuming the indicated level of CPR. The last two tables, which are labeled "Discount Margins for the Class A-3FL Certificates" and "Discount Margins for the Class A-MFL Certificates" show the discount margins for the Class A-3FL Certificates and the Class A-MFL Certificates, respectively. For purposes of the following tables, the weighted average life of an Offered Certificate is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the assumed Closing Date of such Certificate to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the principal balance of such Certificate. PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 88 88 88 88 88 8/15/07 .................................. 72 72 72 72 72 8/15/08 .................................. 52 52 52 52 52 8/15/09 .................................. 25 25 25 25 25 8/15/10 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 2.88 2.87 2.87 2.87 2.87 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 4.88 4.83 4.76 4.70 4.64 </TABLE> S-297 PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-3FL CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 4.89 4.89 4.89 4.88 4.64 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-3FX CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 4.89 4.89 4.89 4.88 4.64 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 4.93 4.93 4.93 4.92 4.73 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-5 CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 99 99 97 87 8/15/11 .................................. 45 41 38 35 32 8/15/12 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 6.08 6.04 5.99 5.93 5.68 </TABLE> S-298 PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-6 CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 100 100 100 100 100 8/15/12 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 6.90 6.88 6.86 6.83 6.65 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-PB CERTIFICATE <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 83 83 83 83 83 8/15/12 .................................. 65 65 65 65 65 8/15/13 .................................. 31 31 31 31 31 8/15/14 .................................. 12 12 12 12 12 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 7.45 7.44 7.44 7.43 7.40 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-7 CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 100 100 100 100 100 8/15/12 .................................. 100 100 100 100 100 8/15/13 .................................. 100 100 100 100 100 8/15/14 .................................. 100 100 100 100 100 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 9.80 9.78 9.75 9.71 9.53 </TABLE> S-299 PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-1A CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 99 99 99 99 99 8/15/08 .................................. 98 98 98 98 98 8/15/09 .................................. 97 97 97 97 97 8/15/10 .................................. 86 86 86 86 86 8/15/11 .................................. 85 85 85 85 85 8/15/12 .................................. 82 82 82 82 82 8/15/13 .................................. 81 81 81 81 81 8/15/14 .................................. 79 79 79 79 79 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 8.90 8.88 8.86 8.80 8.63 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-MFL CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 100 100 100 100 100 8/15/12 .................................. 100 100 100 100 100 8/15/13 .................................. 100 100 100 100 100 8/15/14 .................................. 100 100 100 100 100 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 9.89 9.89 9.89 9.89 9.69 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-MFX CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 100 100 100 100 100 8/15/12 .................................. 100 100 100 100 100 8/15/13 .................................. 100 100 100 100 100 8/15/14 .................................. 100 100 100 100 100 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 9.89 9.89 9.89 9.89 9.69 </TABLE> S-300 PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-J CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 100 100 100 100 100 8/15/12 .................................. 100 100 100 100 100 8/15/13 .................................. 100 100 100 100 100 8/15/14 .................................. 100 100 100 100 100 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 9.89 9.89 9.89 9.89 9.74 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 100 100 100 100 100 8/15/12 .................................. 100 100 100 100 100 8/15/13 .................................. 100 100 100 100 100 8/15/14 .................................. 100 100 100 100 100 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 9.96 9.93 9.90 9.89 9.81 </TABLE> PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 100 100 100 100 100 8/15/12 .................................. 100 100 100 100 100 8/15/13 .................................. 100 100 100 100 100 8/15/14 .................................. 100 100 100 100 100 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 9.98 9.98 9.98 9.89 9.81 </TABLE> S-301 PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES <TABLE> 0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE OTHERWISE AT INDICATED CPR -------------------------------------------------------- DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------------------------ -------- --------- --------- --------- --------- Initial Date ............................. 100 100 100 100 100 8/15/06 .................................. 100 100 100 100 100 8/15/07 .................................. 100 100 100 100 100 8/15/08 .................................. 100 100 100 100 100 8/15/09 .................................. 100 100 100 100 100 8/15/10 .................................. 100 100 100 100 100 8/15/11 .................................. 100 100 100 100 100 8/15/12 .................................. 100 100 100 100 100 8/15/13 .................................. 100 100 100 100 100 8/15/14 .................................. 100 100 100 100 100 8/15/15 .................................. 0 0 0 0 0 Weighted Average Life (in years) ......... 9.98 9.98 9.98 9.96 9.81 </TABLE> The discount margins set forth in the two tables below represent the increment over LIBOR that produces a monthly discount rate which, when applied to the assumed stream of cash flows to be paid on the Class A-3FL Certificates and the Class A-MFL Certificates would cause the discounted present value of such cash flows to equal the assumed purchase price as specified below, in each case expressed in decimal format and interpreted as a percentage of the initial Certificate Balance of the Class A-3FL Certificates and the Class A-MFL Certificates, respectively. The two tables below assume that the Class A-3FL Certificates and the Class A-MFL Certificates are purchased without accrued interest. The following tables have been prepared on the basis of the modeling assumptions above. DISCOUNT MARGINS FOR THE CLASS A-3FL CERTIFICATES <TABLE> PRICE (32NDS) SCENARIO 1 SCENARIO 2 SCENARIO 3 SCENARIO 4 SCENARIO 5 - --------------------- ------------------- ------------------- ------------------- ------------------- ------------------ DISC MARGIN (BPS) DISC MARGIN (BPS) DISC MARGIN (BPS) DISC MARGIN (BPS) DISC MARGIN (BPS) Weighted Average Life (in years) ......... </TABLE> S-302 DISCOUNT MARGINS FOR THE CLASS A-MFL CERTIFICATES <TABLE> PRICE (32NDS) SCENARIO 1 SCENARIO 2 SCENARIO 3 SCENARIO 4 SCENARIO 5 - --------------------- ------------------- ------------------- ------------------- ------------------- ------------------ DISC MARGIN (BPS) DISC MARGIN (BPS) DISC MARGIN (BPS) DISC MARGIN (BPS) DISC MARGIN (BPS) Weighted Average Life (in years) ......... </TABLE> USE OF PROCEEDS Substantially all of the proceeds from the sale of the Offered Certificates will be used by the Depositor to purchase the Mortgage Loans and to pay certain expenses in connection with the issuance of the Certificates. S-303 MATERIAL FEDERAL INCOME TAX CONSEQUENCES GENERAL The following summary of the anticipated material federal income tax consequences of the purchase, ownership and disposition of Offered Certificates is based on the advice of Cadwalader, Wickersham & Taft LLP, counsel to the Depositor. This summary is based on laws, regulations, including the REMIC regulations promulgated by the Treasury Department (the "REMIC Regulations"), rulings and decisions now in effect or (with respect to the regulations) proposed, all of which are subject to change either prospectively or retroactively. This summary does not address the federal income tax consequences of an investment in Offered Certificates applicable to all categories of investors, some of which (for example, banks and insurance companies) may be subject to special rules. Prospective investors should consult their tax advisors regarding the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of Offered Certificates. For federal income tax purposes, two separate REMIC elections ("REMIC I" and "REMIC II") will be made with respect to segregated asset pools that make up the Trust Fund, other than any Additional Interest on the ARD Loans. Upon the issuance of the Offered Certificates, the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, Cadwalader, Wickersham & Taft LLP will deliver its opinion generally to the effect that, assuming (1) the making of appropriate elections, (2) compliance with all provisions of the Pooling and Servicing Agreement, (3) compliance with the 2005-C19 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Pooling and Servicing Agreement, the MSCI 2005-HQ6 Pooling and Servicing Agreement and other related documents and any amendments thereto and the continued qualification of the REMICs formed thereunder and (4) compliance with applicable changes in the Code, for federal income tax purposes, each such REMIC will qualify as a REMIC under the Code. For federal income tax purposes, the REMIC Regular Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest will represent ownership of the "regular interests" in one of such REMICs and generally will be treated as newly originated debt instruments of such REMIC. See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--REMICs" in the accompanying prospectus. The portion of the Trust Fund consisting of Additional Interest and the Additional Interest Account will be treated as a portion of a grantor trust for federal income tax purposes, and the Class Z Certificates will represent undivided beneficial interests in such portion of the grantor trust. The grantor trust will also hold the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, the Class A-3FL Swap Contract, the Class A-MFL Swap Contract, the Class A-3FL Floating Rate Account and the Class A-MFL Floating Rate Account, and the Class A-3FL Certificates and the Class A-MFL Certificates will represent undivided beneficial interests in the related portions of the grantor trust. See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--REMICs" and "--Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made" in the accompanying prospectus. TAXATION OF THE OFFERED CERTIFICATES Based on expected issue prices, it is anticipated that the Offered Certificates (other than the Class A-3FL Certificates and the Class A-MFL Certificates) and the the Class A-3FL Regular Interest and the Class A-MFL Regular Interest will be treated as having been issued [at a premium] for federal income tax reporting purposes. Whether any holder of a Class of Offered Certificates will be treated as holding a Certificate with amortizable bond premium will depend on such Certificateholder's purchase price and the distributions remaining to be made on such Certificate at the time of its acquisition by such Certificateholder. Holders of each such Class of Certificates should consult their own tax advisors regarding the possibility of making an election to amortize such premium. See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Regular Certificates--Premium" in the accompanying prospectus. The prepayment assumption that will be used in determining the rate of accrual of original issue discount, if any, or amortization of amortizable bond premium for federal income tax purposes will be based on the S-304 assumption that subsequent to the date of any determination the Mortgage Loans will pay at a rate equal to a CPR of 0%, except that it is assumed that the ARD Loans will pay their respective outstanding principal balances on their related Anticipated Repayment Dates. No representation is made that the Mortgage Loans will pay at that rate or at any other rate. See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--REMICs" and "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" in the accompanying prospectus. The Internal Revenue Service (the "IRS") has issued regulations (the "OID Regulations") under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Purchasers of the Offered Certificates should be aware that the OID Regulations and Section 1272(a)(6) of the Code do not adequately address certain issues relevant to, or are not applicable to, securities such as the Offered Certificates. The OID Regulations in some circumstances permit the holder of a debt instrument to recognize original issue discount under a method that differs from that used by the issuer. Accordingly, it is possible that the holder of an Offered Certificate if such Offered Certificate were treated as issued with original issue discount may be able to select a method for recognizing original issue discount that differs from that used by the Trustee in preparing reports to the Certificateholders and the IRS. Prospective purchasers of Offered Certificates are advised to consult their tax advisors concerning the tax treatment of such Certificates. The Offered Certificates will be treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code for a "real estate investment trust" ("REIT"). In addition, interest (including original issue discount) on the Offered Certificates will be interest described in Section 856(c)(3)(B) of the Code for a REIT. However, the Offered Certificates will generally only be considered assets described in Section 7701(a)(19)(C) of the Code for a domestic building and loan association to the extent that the Mortgage Loans are secured by multifamily properties (approximately 9.0% of the Cut-Off Date Pool Balance) and, accordingly, investment in the Offered Certificates may not be suitable for certain thrift institutions. The Offered Certificates will not qualify under the foregoing sections to the extent of any Mortgage Loan that has been defeased with US government obligations. A portion of the Prepayment Premiums and Yield Maintenance Charges actually collected will be distributed to the holders of the Offered Certificates as described in this prospectus supplement. It is not entirely clear under the Code when the amount of a Yield Maintenance Charge or Prepayment Premium should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that Yield Maintenance Charges or Prepayment Premiums will be treated as giving rise to any income to the holders of the Offered Certificates prior to the Master Servicer's actual receipt of a Yield Maintenance Charge or Prepayment Premium, as the case may be. It is not entirely clear whether Yield Maintenance Charges or Prepayment Premiums give rise to ordinary income or capital gains and Certificateholders should consult their own tax advisors concerning this character issue and the treatment of Yield Maintenance Charges and Prepayment Premiums in general. Any Prepayment Premium or Yield Maintenance Charge paid to the Class A-3FL Swap Counterparty with respect to the Class A-3FL Regular Interest will be treated as received by the holders of the Class A-3FL Certificates and paid as a periodic payment by the holders of the Class A-3FL Certificates under the Class A-3FL Swap Contract. Similarly, any Prepayment Premium or Yield Maintenance Charge paid to the Class A-MFL Swap Counterparty with respect to the Class A-MFL Regular Interest will be treated as received by the holders of the Class A-MFL Certificates and paid as a periodic payment by the holders of the Class A-MFL Certificates under the Class A-MFL Swap Contract. See "--Taxation of the Swap Contracts" below. REPORTING AND OTHER ADMINISTRATIVE MATTERS For further information regarding the federal income tax reporting requirements and other administrative matters, see "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--Reporting and Other Administrative Matters" and "--Backup Withholding with Respect to REMIC Certificates" in the accompanying prospectus. S-305 For further information regarding the federal income tax consequences of investing in the Offered Certificates, see "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--REMICs" in the accompanying prospectus. TAXATION OF THE SWAP CONTRACTS Each holder of a Class A-3FL Certificate or a Class A-MFL Certificate will be treated for federal income tax purposes as having entered into its proportionate share of the rights of such Class under the related Swap Contract. Holders of the Class A-3FL Certificates and the Class A-MFL Certificates must allocate the price they pay for their Certificates between their interest in the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, respectively, and the related Swap Contract based on their relative market values. The portion, if any, allocated to the related Swap Contract will be treated as a swap premium (the "Swap Premium") paid or received by the holders of the Class A-3FL Certificates and the Class A-MFL Certificates, as applicable. If the Swap Premium is paid by a holder, it will reduce the purchase price allocable to the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, as the case may be. If the Swap Premium is received by holders, it will be deemed to have increased the purchase price for the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, as the case may be. If the related Swap Contract is "on market," no amount of the purchase price will be allocable to it. Based on the anticipated issue prices of the Class A-3FL Certificates and the Class A-MFL Certificates and the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, respectively, it is anticipated that the Class A-3FL Regular Interest and the Class A-MFL Regular Interest will be deemed to have been issued [at a premium] [with a de minimis amount of original issue discount] and that a related Swap Premium will be deemed to be paid to the holders of the Class A-3FL Certificates and the Class A-MFL Certificates, respectively. The holder of a Class A-3FL Certificate or a Class A-MFL Certificate will be required to amortize any related Swap Premium under a level payment method as if the related Swap Premium represented the present value of a series of equal payments made or received over the life of the related Swap Contract (adjusted to take into account decreases in notional principal amount), discounted at a rate equal to the rate used to determine the amount of the related Swap Premium (or some other reasonable rate). Prospective purchasers of Class A-3FL Certificates and the Class A-MFL Certificates should consult their own tax advisors regarding the appropriate method of amortizing any Swap Premium. Regulations promulgated by the Treasury Department treat a non periodic payment made under a swap contract as a loan for federal income tax purposes if the payment is "significant." It is not known whether any related Swap Premium would be treated in part as a loan under Treasury regulations. Under Treasury regulations (i) all taxpayers must recognize periodic payments with respect to a notional principal contract under the accrual method of accounting, and (ii) any periodic payments received under a Swap Contract must be netted against payments made under the Swap Contract and deemed made or received as a result of the related Swap Premium over the recipient's taxable year, rather than accounted for on a gross basis. Net income or deduction with respect to net payments under a notional principal contract for a taxable year should constitute ordinary income or ordinary deduction. The IRS could contend the amount is capital gain or loss, but such treatment is unlikely, at least in the absence of further regulations. Any regulations requiring capital gain or loss treatment presumably would apply only prospectively. Individuals may be limited in their ability to deduct any such net deduction and should consult their tax advisor prior to investing in the Class A-3FL Certificates or the Class A-MFL Certificates. Any amount of proceeds from the sale, redemption or retirement of a Class A-3FL Certificates or a Class A-MFL Certificate that is considered to be allocated to the holder's rights under the related Swap Contract or that the holder is deemed to have paid to the purchaser would be considered a "termination payment" allocable to such Certificate under Treasury regulations. A holder of a Class A-3FL Certificate or a Class A-MFL Certificate will have gain or loss from such a termination equal to (A)(i) any termination payment it received or is deemed to have received minus (ii) the unamortized portion of any Swap Premium paid (or deemed paid) by the holder upon entering into or acquiring its interest in the related Swap Contract or (B)(i) any termination payment it paid or is deemed to have paid minus (ii) the unamortized portion of the Swap Premium received upon entering into or acquiring its interest in the S-306 related Swap Contract. Gain or loss realized upon the termination of the Swap Contract will generally be treated as capital gain or loss. Moreover, in the case of a bank or thrift institution, Section 582(c) of the Code would likely not apply to treat such gain or loss as ordinary. The Class A-3FL Certificates and the Class A-MFL Certificates, representing a beneficial ownership in the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, respectively, and in the related Swap Contract may constitute positions in a straddle, in which case the straddle rules of Section 1092 of the Code would apply. A selling holder's capital gain or loss with respect to such regular interest would be short term because the holding period would be tolled under the straddle rules. Similarly, capital gain or loss realized in connection with the termination of the Swap Contracts would be short term. If the holder of a Class A-3FL Certificate or a Class A-MFL Certificate incurred or continued to incur indebtedness to acquire or hold such Class A-3FL Certificate or Class A-MFL Certificate, respectively, the holder would generally be required to capitalize a portion of the interest paid on such indebtedness until termination of the related Swap Contract. S-307 ERISA CONSIDERATIONS The following description is general in nature, is not intended to be all-inclusive, is based on the law and practice in force at the date of this document and is subject to any subsequent changes therein. In view of the individual nature of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Code consequences, each potential investor that is a Plan (as described below) is advised to consult its own legal advisor with respect to the specific ERISA and Code consequences of investing in the Offered Certificates and to make its own independent decision. The following is merely a summary and should not be construed as legal advice. A fiduciary of any employee benefit plan or other retirement plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds, separate accounts and general accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (a "Plan") should carefully review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted either under ERISA or Section 4975 of the Code or whether there exists any statutory or administrative exemption applicable thereto. Other employee benefit plans, including governmental plans (as defined in Section 3(32) of ERISA) and church plans (as defined in Section 3(33) of ERISA and provided no election has been made under Section 410(d) of the Code), while not subject to the foregoing provisions of ERISA or the Code, may be subject to materially similar provisions of applicable federal, state or local law ("Similar Law"). The US Department of Labor has issued individual exemptions to each of the Underwriters (Prohibited Transaction Exemption ("PTE") 96-22 (April 3, 1996) to Wachovia Corporation, and its subsidiaries and its affiliates, which include Wachovia Capital Markets, LLC ("Wachovia Securities"), Final Authorization Number 97-03E (December 9, 1996) to Deutsche Bank Securities Inc. ("Deutsche Securities"), PTE 89-88 (October 17, 1989) to Goldman, Sachs & Co. ("Goldman Sachs"), PTE 90-29 (May 24, 1990) to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and PTE 93-32 (May 14, 1993) to Nomura Securities International, Inc. ("Nomura Securities") (each, an "Exemption" and collectively, the "Exemptions")), each of which generally exempts from the application of the prohibited transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, the purchase, sale and holding of mortgage pass-through certificates underwritten by an Underwriter, as hereinafter defined, provided that certain conditions set forth in the Exemptions are satisfied. For purposes of this discussion, the term "Underwriter" shall include (a) Wachovia Securities, (b) Deutsche Securities, (c) Goldman Sachs, (d) Merrill Lynch, (e) Nomura Securities, (f) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wachovia Securities, Deutsche Securities, Goldman Sachs, Merrill Lynch or Nomura Securities and (g) any member of the underwriting syndicate or selling group of which Wachovia Securities, Deutsche Securities, Goldman Sachs, Merrill Lynch and Nomura Securities or a person described in (f) is a manager or co-manager with respect to the Offered Certificates. The obligations covered by the Exemptions include mortgage loans such as the Mortgage Loans. The Exemptions would apply to the acquisition, holding and resale of the Offered Certificates by a Plan only if specific conditions (certain of which are described below) are met. The Exemptions would not apply directly to governmental plans, certain church plans and other employee benefit plans that are not subject to the prohibited transaction provisions of ERISA or the Code but that may be subject to Similar Law. The Exemptions set forth five general conditions that, among others, must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates by a Plan to be eligible for exemptive relief thereunder. First, the acquisition of the Offered Certificates by a Plan must be on terms, including the price paid for the Certificates, that are at least as favorable to the Plan as they would be in an arm's-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's") or Fitch, Inc. ("Fitch") or any successor thereto (each, an "NRSRO"). Third, the Trustee cannot be an affiliate of any other member of the Restricted Group, other than an S-308 Underwriter. The "Restricted Group" consists of each of the Underwriters, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Class A-3FL Swap Counterparty, the Class A-MFL Swap Counterparty, any sub-servicer and any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Mortgage Loans as of the date of initial issuance of the Offered Certificates, and any of their affiliates. Fourth, the sum of all payments made to and retained by any Underwriter in connection with the distribution or placement of the Offered Certificates must represent not more than reasonable compensation for underwriting such Certificates; the sum of all payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Trust Fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the Master Servicer, the Special Servicer or any sub-servicer must represent not more than reasonable compensation for such person's services under the Pooling and Servicing Agreement and reimbursement of such person's reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act. A fiduciary of a Plan contemplating purchasing any Class of the Offered Certificates must make its own determination that, at the time of such purchase, such Certificates satisfy the general conditions set forth above. Further, the Exemption imposes additional requirements for purchases by Plans of classes of Certificates subject to swap contracts, such as the Class A-3FL Certificates and the Class A-MFL Certificates, which benefit from the related Swap Contracts; (a) Each swap contract must be an "eligible swap" with an "eligible swap counterparty" (as each term is defined in PTE 2002-41); (b) If a swap contract ceases to be an eligible swap and the swap contract cannot be replaced, the Trustee must notify Certificateholders that the Exemption will cease to apply with respect to the class or classes of Certificates subject to such swap contract; and (c) The fiduciary of a Plan purchasing any class of certificates subject to a swap contract must be either: o a "qualified professional asset manager" (as defined in PTE 84-14); o an "in house asset manager" (as defined in PTE 96-23); or o a Plan fiduciary with total assets under management of at least $100 million at the time of the acquisition of the Certificates by the Plan. The Depositor believes that each Swap Contract will meet all of the relevant requirements to be considered an "eligible swap" as of the Closing Date. However, any Plan contemplating purchase of the Class A-3FL Certificates or the Class A-MFL Certificates must make its own determination that all of the additional requirements of the Exemption are satisfied as of the date of such purchase and during the time that the Plan holds the Class A-3FL Certificates or the Class A-MFL Certificates. The Exemptions also require that the Trust Fund meet the following requirements: (i) the Trust Fund must consist solely of assets of the type that have been included in other investment pools; (ii) certificates in such other investment pools must have been rated in one of the four highest generic rating categories by S&P, Moody's or Fitch for at least one year prior to the Plan's acquisition of the Offered Certificates; and (iii) certificates in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan's acquisition of the Offered Certificates. If the general conditions of the Exemptions are satisfied, the Exemptions may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (i) the direct or indirect sale, exchange or transfer of the Offered Certificates in the initial issuance of Certificates between the Depositor or an Underwriter and a Plan when the Depositor, an Underwriter, the Trustee, the Master Servicer, the Special Servicer, a sub-servicer or an obligor with respect to Mortgage Loans is a "Party in Interest," as defined in the accompanying prospectus, with S-309 respect to the investing Plan, (ii) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (iii) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of the Offered Certificate on behalf of an "Excluded Plan" by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For purposes hereof, an "Excluded Plan" is a Plan sponsored by any member of the Restricted Group. If certain specific conditions of the Exemptions are also satisfied, each such Exemption may provide relief from the restrictions imposed by reason of Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Code to an obligor with respect to Mortgage Loans acting as a fiduciary with respect to the investment of a Plan's assets in the Offered Certificates (or such obligor's affiliate) only if, among other requirements (i) such obligor is an obligor with respect to 5% or less of the fair market value of the obligations or receivables contained in the trust fund, (ii) the investing Plan is not an Excluded Plan, (iii) a Plan's investment in each Class of the Offered Certificates does not exceed 25% of all of the Certificates of that Class outstanding at the time of the acquisition, (iv) immediately after the acquisition, no more than 25% of the assets of the Plan are invested in certificates representing an interest in trusts (including the Trust Fund) containing assets sold or serviced by the Depositor or the Master Servicer and (v) in the case of the acquisition of the Offered Certificates in connection with their initial issuance, at least 50% of each Class of Offered Certificates in which Plans have invested and at least 50% of the aggregate interest in the Trust Fund is acquired by persons independent of the Restricted Group. The Exemptions also apply to transactions in connection with the servicing, management and operation of the Trust Fund, provided that, in addition to the general requirements described above, (a) such transactions are carried out in accordance with the terms of a binding pooling and servicing agreement, (b) the pooling and servicing agreement is provided to, or described in all material respects in the prospectus or private placement memorandum provided to, investing Plans before their purchase of Certificates issued by the Trust Fund and (c) the terms and conditions for the defeasance of a mortgage obligation and substitution of a new mortgage obligation, as so described, have been approved by an NRSRO and do not result in any Offered Certificates receiving a lower credit rating from the NRSRO than the current rating. The Pooling and Servicing Agreement is a pooling and servicing agreement as defined in the Exemptions. The Pooling and Servicing Agreement provides that all transactions relating to the servicing, management and operations of the Trust Fund must be carried out in accordance with the Pooling and Servicing Agreement. Before purchasing any Class of Offered Certificate, a fiduciary of a Plan should itself confirm that the specific and general conditions of the Exemptions and the other requirements set forth in the Exemptions would be satisfied. Any Plan fiduciary considering the purchase of Offered Certificates should consult with its counsel with respect to the applicability of the Exemptions and other issues and determine on its own whether all conditions have been satisfied and whether the Offered Certificates are an appropriate investment for a Plan under ERISA and the Code (or, in the case of governmental plans and certain church plans, under Similar Law) with regard to ERISA's general fiduciary requirements, including investment prudence and diversification and the exclusive benefit rule. Each purchaser of the Offered Certificates with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an "accredited investor" as defined in Rule 501(a)(1) of Regulation D under the Securities Act. No Plan may purchase or hold an interest in any Class of Offered Certificates unless (a) such Certificates are rated in one of the top four generic rating categories by at least one NRSRO at the time of such purchase or (b) such Plan is an insurance company general account that represents and warrants that it is eligible for, and meets all of the requirements of, Sections I and III of Prohibited Transaction Class Exemption 95-60. THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION OR WARRANTY BY THE DEPOSITOR, THE UNDERWRITERS OR ANY OTHER PERSON THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, THAT THE EXEMPTIONS WOULD APPLY TO THE ACQUISITION OF THIS INVESTMENT BY PLANS IN GENERAL OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN. S-310 LEGAL INVESTMENT The Offered Certificates will not constitute "mortgage related securities" for the purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the Offered Certificates, is subject to significant interpretive uncertainties. No representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity of the Offered Certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments for them or are subject to investment, capital or other restrictions. See "LEGAL INVESTMENT" in the accompanying prospectus. METHOD OF DISTRIBUTION Subject to the terms and conditions set forth in the underwriting agreement (the "Underwriting Agreement") among the Depositor and Wachovia Securities, Deutsche Securities, Goldman Sachs, Merrill Lynch and Nomura Securities (collectively, the "Underwriters"), the Depositor has agreed to sell to each of Wachovia Securities, Deutsche Securities, Goldman Sachs, Merrill Lynch and Nomura Securities, and each of Wachovia Securities, Deutsche Securities, Goldman Sachs, Merrill Lynch and Nomura Securities has agreed to purchase, severally but not jointly, the respective Certificate Balances as applicable, of each Class of the Offered Certificates as set forth below, subject in each case to a variance of 5%: <TABLE> WACHOVIA DEUTSCHE NOMURA CLASS SECURITIES SECURITIES GOLDMAN SACHS MERRILL LYNCH SECURITIES - --------------------- ------------ ------------ --------------- --------------- ----------- Class A-1 ........... Class A-2 ........... Class A-3FL ......... Class A-3FX ......... Class A-4 ........... Class A-5 ........... Class A-6 ........... Class A-PB .......... Class A-7 ........... Class A-1A .......... Class A-MFL ......... Class A-MFX ......... Class A-J ........... Class B ............. Class C ............. Class D ............. </TABLE> Wachovia Securities is acting as sole lead manager for this offering and Deutsche Securities, Goldman Sachs, Merrill Lynch and Nomura Securities are acting as co-managers for this offering. Wachovia Securities is acting as sole bookrunner with respect to the Offered Certificates. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Capital Markets, LLC in certain jurisdictions. Wachovia Securities International Limited is a United Kingdom firm and is regulated by the Financial Services Authority. Proceeds to the Depositor from the sale of the Offered Certificates, before deducting expenses payable by the Depositor, will be approximately $ , which includes accrued interest. S-311 Distribution of the Offered Certificates will be made by each Underwriter from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Wachovia Securities or one of its affiliates may purchase a portion of certain Classes of the Offered Certificates, purchase certain Offered Certificates for its own account or sell certain Offered Certificates to one of its affiliates. Sales of the Offered Certificates may also occur on the Closing Date and other dates after the Closing Date, as agreed upon in negotiated transactions with various purchasers. Each Underwriter may effect such transactions by selling the Offered Certificates to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from such Underwriter. In connection with the purchase and sale of the Offered Certificates, Wachovia Securities, Deutsche Securities, Goldman Sachs, Merrill Lynch and Nomura Securities may be deemed to have received compensation from the Depositor in the form of underwriting discounts. Each Underwriter and any dealers that participate with any Underwriter in the distribution of the Offered Certificates may be deemed to be underwriters and any profit on the resale of the Offered Certificates positioned by them may be deemed to be underwriting discounts and commissions under the Securities Act. Purchasers of the Offered Certificates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be "underwriters" within the meaning of the Securities Act in connection with reoffers and sales by them of Offered Certificates. Certificateholders should consult with their legal advisors in this regard prior to any such reoffer or sale. The Depositor also has been advised by the Underwriters that each of them, through one or more of its affiliates, currently intends to make a market in the Offered Certificates; however, none of the Underwriters has any obligation to do so, any market making may be discontinued at any time and there can be no assurance that an active secondary market for the Offered Certificates will develop. See "RISK FACTORS--Liquidity for Certificates May Be Limited" in this prospectus supplement and "RISK FACTORS--Your Ability to Resell Certificates May Be Limited Because of Their Characteristics" in the accompanying prospectus. This prospectus supplement and the accompanying prospectus may be used by the Depositor, Wachovia Securities, an affiliate of the Depositor, and any other affiliate of the Depositor when required under the federal securities laws in connection with offers and sales of the Offered Certificates or in furtherance of market-making activities in the Offered Certificates. Wachovia Securities or any such other affiliate may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale or otherwise. The Depositor has agreed to indemnify each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act against, or make contributions to each Underwriter and each such controlling person with respect to, certain liabilities, including liabilities under the Securities Act. Wachovia Securities, one of the Underwriters, is an affiliate of the Depositor and Wachovia Bank, National Association, which is one of the Mortgage Loan Sellers, the Class A-3FL Swap Counterparty, the Class A-MFL Swap Counterparty and the Master Servicer. LEGAL MATTERS Certain legal matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina. Certain legal matters will be passed upon for the Underwriters by Dechert LLP, Charlotte, North Carolina. S-312 RATINGS The Offered Certificates are required as a condition of their issuance to have received the following ratings from Moody's, S&P and Fitch (collectively, the "Rating Agencies"): <TABLE> EXPECTED RATINGS FROM CLASS S&P/MOODY'S/FITCH - ------------------------ ------------------ Class A-1 ........... AAA/Aaa/AAA Class A-2 ........... AAA/Aaa/AAA Class A-3FL ......... AAA/Aaa/AAA Class A-3FX ......... AAA/Aaa/AAA Class A-4 ........... AAA/Aaa/AAA Class A-5 ........... AAA/Aaa/AAA Class A-6 ........... AAA/Aaa/AAA Class A-PB .......... AAA/Aaa/AAA Class A-7 ........... AAA/Aaa/AAA Class A-1A .......... AAA/Aaa/AAA Class A-MFL ......... AAA/Aaa/AAA Class A-MFX ......... AAA/Aaa/AAA Class A-J ........... AAA/Aaa/AAA Class B ............. AA/Aa2/AA Class C ............. AA-/Aa3/AA- Class D ............. A/A2/A </TABLE> The ratings on the Offered Certificates address the likelihood of timely receipt by holders thereof of all distributions of interest to which they are entitled and distributions of principal by the Rated Final Distribution Date set forth on the cover page of this prospectus supplement. The ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream from the Mortgage Pool is adequate to make payments required under the Offered Certificates. In addition, rating adjustments may result from a change in the financial position of the Trustee or the Fiscal Agent as back-up liquidity provider. A security rating does not represent any assessment of the yield to maturity that investors may experience. In addition, a rating does not address (i) the likelihood or frequency of voluntary or mandatory prepayments of Mortgage Loans, (ii) the degree to which such prepayments might differ from those originally anticipated, (iii) payment of Additional Interest or net default interest, (iv) whether and to what extent payments of Prepayment Premiums or Yield Maintenance Charges will be received or the corresponding effect on yield to investors or (v) whether and to what extent Net Aggregate Prepayment Interest Shortfalls will be realized or allocated to Certificateholders. A rating on the Class A-3FL Certificates and the Class A-MFL Certificates does not represent any assessment of whether the floating interest rate on such Certificates will convert to a fixed rate. Additionally, the ratings of the Class A-3FL Certificates and the Class A-MFL Certificates do not address any costs associated with the floating rate swaps. With respect to the Class A-3FL Certificates and the Class A-MFL Certificates, the Rating Agencies are only rating the receipt of interest up to the Pass-Through Rate applicable to the Class A-3FL Regular Interest and the Class A-MFL Regular Interest, respectively, and are not rating the receipt of interest accrued at LIBOR plus % and LIBOR plus %, respectively. S&P's ratings do not address any shortfalls or delays in payment that investors in the Class A-3FL Certificates and the Class A-MFL Certificates may experience as a result of the conversion of the Pass-Through Rate on the Class A-3FL Certificates and the Class A-MFL Certificates, respectively, from a rate based on LIBOR to a fixed rate. In addition, S&P's ratings of the Certificates do not address the application of Net Aggregate Prepayment Interest Shortfalls to the Certificates. S-313 There can be no assurance that any rating agency not requested to rate the Offered Certificates will not nonetheless issue a rating to any or all Classes thereof and, if so, what such rating or ratings would be. A rating assigned to any Class of Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned thereto by any of the Rating Agencies. The ratings on the Offered Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. See "RISK FACTORS-- Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks" in the accompanying prospectus. S-314 INDEX OF DEFINED TERMS <TABLE> PAGE 1% ( ) ........................................................ S-127 1000 & 1100 Wilson Intercreditor Agreement .................... S-118 1000 & 1100 Wilson Loan ....................................... S-116, S-166 1000 & 1100 Wilson Pari Passu Companion Loan .................. S-116 1000 & 1100 Wilson Whole Loan ................................. S-116 101 Avenue of the Americas Intercreditor Agreement ............ S-118 101 Avenue of the Americas Loan ............................... S-116 101 Avenue of the Americas Pari Passu Companion Loan .......... S-117 101 Avenue of the Americas Whole Loan ......................... S-117 1676 International Drive ...................................... S-189 1701 North Fort Myer Loan ..................................... S-192 2% ( ) ........................................................ S-127 200 Public Square Loan ........................................ S-182 2005-C19 Controlling Class Representative ..................... S-239 2005-C19 Master Servicer ...................................... S-226 2005-C19 Pooling and Servicing Agreement ...................... S-226 2005-C19 Special Servicer ..................................... S-226 2005-C19 Transaction .......................................... S-118 2005-C19 Trust Fund ........................................... S-118 2005-C19 Trustee .............................................. S-226 3% ( ) ........................................................ S-127 30/360 basis .................................................. S-109 30/360 Mortgage Loans ......................................... S-109 60 Hudson Street Loan ......................................... S-169 8260 Greensboro Drive ......................................... S-189 Accrued Certificate Interest .................................. S-264, S-265 Actual/360 basis .............................................. S-109 Additional Interest ........................................... S-110 Additional Interest Account ................................... S-256 Additional Swap Contract Payments ............................. S-288 Additional Trust Fund Expenses ................................ S-271 Administrative Cost Rate ...................................... S-127 Advance ....................................................... S-275 AmericasMart Intercreditor Agreement .......................... S-118 AmericasMart Loan ............................................. S-116, S-158 AmericasMart Pari Passu Companion Loan ........................ S-116, S-158 AmericasMart Whole Loan ....................................... S-116 Anticipated Repayment Date .................................... S-110 Appraisal Reduction Amount .................................... S-276 ARD Loans ..................................................... S-109 Artesia ....................................................... S-109, S-212 Artesia Mortgage Loans ........................................ S-212 Assumed Final Distribution Date ............................... S-2, S-283 Assumed Scheduled Payment ..................................... S-267 Available Distribution Amount ................................. S-254 Balloon Loans ................................................. S-109 Balloon Payment ............................................... S-109 Bank .......................................................... S-289 BearingPoint .................................................. S-189 BFCA .......................................................... S-182 BP ............................................................ S-182 Breach ........................................................ S-219 Burlington Mall ............................................... S-175 Call Report ................................................... S-290 Call Reports .................................................. S-290 Capital Imp. Reserve .......................................... S-128 Caplease ...................................................... S-117 Caplease Companion Loan ....................................... S-117 Caplease Intercreditor Agreement .............................. S-118 Caplease Intercreditor Agreements ............................. S-118 Caplease Loans ................................................ S-117 Caplease Whole Loans .......................................... S-118 CBRE .......................................................... S-163 Certificate Account ........................................... S-255 Certificate Balance ........................................... S-246 Certificate Deferred Interest ................................. S-249 Certificateholders ............................................ S-253 Certificates .................................................. S-243 Class ......................................................... S-243 Class A Certificates .......................................... S-243 Class A-3FL Available Funds ................................... S-255, S-287 Class A-3FL Floating Rate Account ............................. S-256 Class A-3FL Interest Distribution Amount ...................... S-287 Class A-3FL Principal Distribution Amount ..................... S-287 Class A-3FL Regular Interest .................................. S-243 Class A-3FL Swap Contract ..................................... S-287 Class A-3FL Swap Counterparty ................................. S-287 Class A-MFL Available Funds ................................... S-255, S-287 Class A-MFL Floating Rate Account ............................. S-256 Class A-MFL Interest Distribution Amount ...................... S-288 Class A-MFL Principal Distribution Amount ..................... S-288 Class A-MFL Regular Interest .................................. S-243 Class A-MFL Swap Contract ..................................... S-287 Class A-MFL Swap Counterparty ................................. S-287 Class A-PB Planned Principal Balance .......................... S-266 Class X Certificates .......................................... S-243 Class X-C Components .......................................... S-250 </TABLE> S-315 <TABLE> PAGE Class X-C Pass-Through Rate Reduction Percentage ....................... S-250 Class X-C Strip Rate ................................................... S-251 Class X-P Components ................................................... S-252 Class X-P Strip Rate ................................................... S-252 Clearstream ............................................................ S-244 Clearstream Participants ............................................... S-245 CMSA ................................................................... S-280 CMSA Bond File ......................................................... S-280 CMSA Collateral Summary File ........................................... S-280 CMSA Loan Periodic Update File ......................................... S-280 CMSA Property File ..................................................... S-280 CMSA Reconciliation of Funds Report .................................... S-280 Code ................................................................... S-215 Co-Lender Loans ........................................................ S-116 Collection Period ...................................................... S-253 Commission ............................................................. S-290 Companion Loans ........................................................ S-117 Compensating Interest Payment .......................................... S-233 Constant Prepayment Rate ............................................... S-296 Controlling Class ...................................................... S-224 Controlling Class Representative ....................................... S-223 Core Material Documents ................................................ S-215 Corrected Mortgage Loan ................................................ S-225 CPR .................................................................... S-296 Crossed Group .......................................................... S-219 Crossed Loan ........................................................... S-219 Custodian .............................................................. S-214 Cut-Off Date ........................................................... S-107 Cut-Off Date Balance ................................................... S-107 Cut-Off Date Group 1 Balance ........................................... S-107 Cut-Off Date Group 2 Balance ........................................... S-107 Cut-Off Date Group Balances ............................................ S-107 Cut-Off Date LTV ....................................................... S-126 Cut-Off Date LTV Ratio ................................................. S-126 Cut-Off Date Pool Balance .............................................. S-107 CWCapital .............................................................. S-109, S-212 CWCapital Mortgage Loans ............................................... S-212 D ( ) .................................................................. S-127 DDL Omni ............................................................... S-189 Defaulted Lease Claim .................................................. S-117 Defaulted Mortgage Loan ................................................ S-240 Defeasance ............................................................. S-127 Defeasance Collateral .................................................. S-111 Defect ................................................................. S-219 Depositaries ........................................................... S-244 Determination Date ..................................................... S-253 Determination Party .................................................... S-219 Deutsche Securities .................................................... S-308 Discount Rate .......................................................... S-268 Distributable Certificate Interest ..................................... S-264 Distribution Account ................................................... S-255 Distribution Date ...................................................... S-253 Distribution Date Statement ............................................ S-277 DSC Ratio .............................................................. S-125 DSCR ................................................................... S-125 DTC .................................................................... S-244 Due Date ............................................................... S-109 ERISA .................................................................. S-308 Euroclear Operator ..................................................... S-244 Euroclear Participants ................................................. S-245 Euroclear System ....................................................... S-244 Excess Cash Flow ....................................................... S-110 Excluded Plan .......................................................... S-310 Exemption .............................................................. S-308 Exemptions ............................................................. S-308 Extra Space Self Storage Portfolio Loans ............................... S-185 FDIC ................................................................... S-290 Final Recovery Determination ........................................... S-278 Fiscal Agent ........................................................... S-286 Fitch .................................................................. S-308 Form 8-K ............................................................... S-220 Gain-on-Sale Reserve Account ........................................... S-256 Goldman Sachs .......................................................... S-308 GSA ........ ......................................................S-162, S-166, S-192 Harbor Group ........................................................... S-182 Hilton Garden Inn -- Staten Island, NY Companion Loan .................. S-117 Hilton Garden Inn -- Staten Island, NY Intercreditor Agreement ......... S-118 Hilton Garden Inn -- Staten Island, NY Loan ............................ S-116 Hilton Garden Inn -- Staten Island, NY Whole Loan ...................... S-118 HLP .................................................................... S-182 Indirect Participants .................................................. S-244 Intercreditor Agreement ................................................ S-118 Intercreditor Agreements ............................................... S-118 Interest Accrual Period ................................................ S-252 Interest Reserve Account ............................................... S-255 Interest Reserve Amount ................................................ S-255 Interest Reserve Loans ................................................. S-255 IRS .................................................................... S-305 JC Penney .............................................................. S-175 L ( ) .................................................................. S-127 LB-UBS 2005-C3 Fiscal Agent ............................................ S-227 LB-UBS 2005-C3 Master Servicer ......................................... S-227 LB-UBS 2005-C3 Pooling and Servicing Agreement ......................... S-226 LB-UBS 2005-C3 Special Servicer ........................................ S-227 </TABLE> S-316 <TABLE> PAGE LB-UBS 2005-C3 Transaction ............................................. S-118 LB-UBS 2005-C3 Trust Fund .............................................. S-118 LB-UBS 2005-C3 Trustee ................................................. S-227 LIBOR .................................................................. S-250 LIBOR Business Day ..................................................... S-250 LIBOR Determination Date ............................................... S-250 Linens n Things ........................................................ S-175 Liquidation Fee ........................................................ S-234 Loan Group 1 ........................................................... S-107 Loan Group 1 Principal Distribution Amount ............................. S-265 Loan Group 2 ........................................................... S-107 Loan Group 2 Principal Distribution Amount ............................. S-265 Loan Groups ............................................................ S-107 Loan Pair .............................................................. S-221 Loan per Sq. Ft., Unit, Pad or Room .................................... S-127 Lockout ................................................................ S-127 Lockout Period ......................................................... S-127 LTV at ARD or Maturity ................................................. S-126 Macon Mall ............................................................. S-175 Macon & Burlington Mall Pool Loan ...................................... S-175 Majority Subordinate Certificateholder ................................. S-284 Master Servicer ........................................................ S-222 Master Servicing Fee ................................................... S-233 Master Servicing Fee Rate .............................................. S-233 Maturity Date LTV Ratio ................................................ S-126 MCI .................................................................... S-169 MCI' ................................................................... S-192 Merrill Lynch .......................................................... S-308 Millennium Park Plaza Loan ............................................. S-179 Monument I at WorldGate Loan ........................................... S-116 Moody's ................................................................ S-308 Mortgage ............................................................... S-107 Mortgage Deferred Interest ............................................. S-248 Mortgage File .......................................................... S-214 Mortgage Loan Purchase Agreement ....................................... S-212 Mortgage Loan Purchase Agreements ...................................... S-212 Mortgage Loans ...................................................... S-107, S-233 Mortgage Note .......................................................... S-107 Mortgage Pool .......................................................... S-107 Mortgage Rate .......................................................... S-109 Mortgaged Property ..................................................... S-108 MSCI 2005-HQ6 Fiscal Agent ............................................. S-231 MSCI 2005-HQ6 Master Servicer .......................................... S-231 MSCI 2005-HQ6 Pooling and Servicing Agreement .......................... S-231 MSCI 2005-HQ6 Special Servicer ......................................... S-231 MSCI 2005-HQ6 Transaction .............................................. S-118 MSCI 2005-HQ6 Trust Fund ............................................... S-118 MSCI 2005-HQ6 Trustee .................................................. S-231 NA ..................................................................... S-128 NAV .................................................................... S-128 Net Aggregate Prepayment Interest Shortfall ............................ S-264 Net Cash Flow .......................................................... S-125 Net Mortgage Rate ...................................................... S-253 NGP .................................................................... S-162 NGP Rubicon GSA Pool Intercreditor Agreement ........................... S-118 NGP Rubicon GSA Pool Loan ........................................... S-116, S-162 NGP Rubicon GSA Pool Pari Passu Companion Loan ...... ......... ..... S-116, S-162 NGP Rubicon GSA Pool Whole Loan ........................................ S-116 Nomura Securities" ..................................................... S-308 Non-Offered Certificates ............................................... S-243 Nonrecoverable P&I Advance ............................................. S-274 Non-Serviced Pari Passu Loans .......................................... S-118 Northrop ............................................................... S-166 Notional Amount ........................................................ S-246 NRSRO .................................................................. S-308 O ( ) .................................................................. S-127 Occupancy Percentage ................................................... S-127 Offered Certificates ................................................... S-243 OID Regulations ........................................................ S-305 Open Period ............................................................ S-127 Option Parties ......................................................... S-230 Option Price ........................................................... S-240 Original Term to Maturity .............................................. S-128 Pari Passu Companion Loans ............................................. S-117 Pari Passu Loan Intercreditor Agreement ................................ S-118 Pari Passu Loans ....................................................... S-118 Participants ........................................................... S-244 Periodic Payments ...................................................... S-109 Pillsbury .............................................................. S-189 Plan ................................................................... S-308 Pooling and Servicing Agreement ........................................ S-243 Prentiss ............................................................... S-189 Prentiss Pool Loan ..................................................... S-189 Prepayment Interest Excess ............................................. S-233 Prepayment Interest Shortfall .......................................... S-233 Prepayment Premiums .................................................... S-268 Primary Collateral ..................................................... S-220 Principal Distribution Amount .......................................... S-265 Privileged Person ...................................................... S-281 PTE .................................................................... S-308 Purchase Option ........................................................ S-240 Purchase Price ......................................................... S-215 P&I Advance ............................................................ S-272 Qualified Appraiser .................................................... S-276 S-317 Qualified Substitute Mortgage Loan .................................. S-215 Rapp Collins Worldwide Building Loan ................................ S-116 Rated Final Distribution Date ....................................... S-2, S-283 Rating Agencies ..................................................... S-313 Rating Agency Trigger Event ......................................... S-288 Raytheon ............................................................ S-166 Realized Losses ..................................................... S-271 Reimbursement Rate .................................................. S-275 REIT ................................................................ S-305 Related Proceeds .................................................... S-274 Remaining Amortization Term ......................................... S-127 Remaining Term to Maturity .......................................... S-127 REMIC ............................................................... S-30 REMIC Administrator ................................................. S-285 REMIC I ............................................................. S-30, S-304 REMIC II ............................................................ S-30, S-304 REMIC Regular Certificates .......................................... S-243 REMIC Regulations ................................................... S-304 REMIC Residual Certificates ......................................... S-243 Rental Property ..................................................... S-125 REO Extension ....................................................... S-241 REO Mortgage Loan ................................................... S-267 REO Property ........................................................ S-225 Replacement Reserve ................................................. S-128 Required Appraisal Date ............................................. S-276 Required Appraisal Loan ............................................. S-276 Restricted Group .................................................... S-309 Restricted Servicer Reports ......................................... S-280 Rubicon ............................................................. S-162 Rules ............................................................... S-245 Scenario ............................................................ S-296 Scheduled Payment ................................................... S-267 Sears ............................................................... S-175 Securities Act ...................................................... S-243 Sequential Pay Certificates ......................................... S-243 Serviced Pari Passu Companion Loans ................................. S-118 Servicing Fees ...................................................... S-234 Servicing Standard .................................................. S-221 Servicing Transfer Event ............................................ S-225 Similar Law ......................................................... S-308 SMMEA ............................................................... S-32 Special Servicer .................................................... S-223 Special Servicing Fee ............................................... S-234 Special Servicing Fee Rate .......................................... S-234 Specially Serviced Mortgage Loans ................................... S-225 Specially Serviced Trust Fund Assets ................................ S-225 Sprint .............................................................. S-169 Stated Principal Balance ............................................ S-253 Subordinate Certificates ............................................ S-243 Subordinate Companion Loans ......................................... S-118 Substitution Shortfall Amount ....................................... S-215 Swap Default ........................................................ S-288 Swap Premium ........................................................ S-306 S&P ................................................................. S-308 Table Assumptions ................................................... S-283, S-296 Terms and Conditions ................................................ S-245 TI/LC Reserve ....................................................... S-128 Tollway Office Center II Loan ....................................... S-116 Trust Fund .......................................................... S-243 Trustee ............................................................. S-285 Trustee Fee ......................................................... S-285 U-Haul Portfolio Intercreditor Agreement ............................ S-118 U-Haul Portfolio Loan ............................................... S-116 U-Haul Portfolio Pari Passu Companion Loan .......................... S-117 U-Haul Portfolio Whole Loan ......................................... S-117 Underwriter ......................................................... S-308 Underwriters ........................................................ S-311 Underwriting Agreement .............................................. S-311 Underwritten Replacement Reserves ................................... S-127 Unrestricted Servicer Reports ....................................... S-280 USA ................................................................. S-162 Vitalspring ......................................................... S-189 Voting Rights ....................................................... S-284 WA .................................................................. S-127 Wachovia ............................................................ S-109, S-212 Wachovia Mortgage Loans ............................................. S-212 Wachovia Securities ................................................. S-308 Weighted Average Net Mortgage Rate .................................. S-252 weighted averages ................................................... S-127 Westfield San Francisco Centre Intercreditor Agreement .............. S-118 Westfield San Francisco Centre Loan ................................. S-116 Westfield San Francisco Centre Pari Passu Companion Loan ............ S-117 Westfield San Francisco Centre Whole Loan ........................... S-117 Whole Loan .......................................................... S-118 Whole Loans ......................................................... S-118 Williams ............................................................ S-169 Workout Fee ......................................................... S-234 Workout-Delayed Reimbursement Amount ................................ S-274 Year Built .......................................................... S-127 Yield Maintenance Charges ........................................... S-267 YM ( ) .............................................................. S-127 </TABLE> S-318 [THIS PAGE INTENTIONALLY LEFT BLANK.] [THIS PAGE INTENTIONALLY LEFT BLANK.] [THIS PAGE INTENTIONALLY LEFT BLANK.] [THIS PAGE INTENTIONALLY LEFT BLANK.]
<TABLE> WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 ANNEX A-1 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES MORTGAGE LOAN LOAN GROUP NUMBER NUMBER PROPERTY NAME ADDRESS - ------------------------------------------------------------------------------------------------------------------------------------ 1 1 AmericasMart A-2(2)(3) 240 Peachtree Street, 230 & 250 Spring Street 2 1 NGP Rubicon GSA Pool(2) Various 2.01 Rubicon NGP-Burlington, NJ 1900 River Road 2.02 Rubicon NGP-Sacramento, CA 1325 J Street 2.03 Rubicon NGP-Suffolk, VA 116 Lake View Parkway 2.04 Rubicon NGP-Washington, DC 999 E Street, NW 2.05 Rubicon NGP-Kansas City, KS 901 North Fifth Street 2.06 Rubicon NGP-San Diego, CA 8808, 8810 Rio San Diego Drive 2.07 Rubicon NGP-Concord, MA 696 Virginia Road 2.08 Rubicon NGP-Philadelphia, PA 1600 Callowhill Street 2.09 Rubicon NGP-Huntsville, AL 4820 University Square 2.10 Rubicon NGP-Houston, TX 1433 West Loop South 2.11 Rubicon NGP-Providence, RI 380 Westminster Street 2.12 Rubicon NGP-Aurora, CO 16401 East CentreTech Parkway 2.13 Rubicon NGP-Lakewood, CO 755 Parfet Street 2.14 Rubicon NGP-Norfolk, VA 150 Corporate Blvd 3 1 1000 & 1100 Wilson(2) 1000-1100 Wilson Boulevard 4 1 60 Hudson Street 56-70 Hudson Street 5 1 Macon & Burlington Mall Pool Various 5.01 Macon Mall 3661 Eisenhower Parkway 5.02 Burlington Mall 102 Huffman Mill Road 6 1 Millennium Park Plaza 155 North Michigan Avenue 7 1 200 Public Square 200 Public Square 8 1 Prentiss Pool Various 8.01 1676 International Drive 1676 International Drive 8.02 8260 Greensboro Drive 8260 Greensboro Drive 9 1 1701 North Fort Myer 1701 North Fort Myer Drive 10 1 The Forum at Carlsbad 1905-1935 Calle Barcelona 11 1 1101 Wilson 1101 Wilson Boulevard and 1700 North Kent Street 12 1 Marriott - Los Angeles, CA 5855 West Century Boulevard 13 1 1400 Key & 1401 Wilson 1400 Key Boulevard & 1401 Wilson Boulevard 14 1 Westfield San Francisco Centre(2) 865 Market Street 15 1 101 Avenue of the Americas(2) 101 Avenue of the Americas 16 1 Renaissance Worthington Hotel 200 Main Street 17 1 1501 & 1515 Wilson 1501 & 1515 Wilson Boulevard 18 1 Evansville Pavilion Lloyd Expressway and Burkhardt Road 19 1 Monument I at WorldGate 12975 Worldgate Drive 20 1 Marriott Courtyard - Brookline, MA 40 Webster Street 21 1 1200 Wilson 1200 Wilson Boulevard 22 1 Williams Trace Shopping Center 3300-3400 State Highway 6 23 1 American Express - IPC 3151 Behrend Drive 24 1 Apollo Street 840-880 Apollo Street; 2171 Rosecrans Avenue 25 1 Valley Centre 9612-9646 Reisterstown Road 26 2 Arbor Gates Apartments 2500 Pinetree Road NE 27 1 Festival at Woodholme 1809 Reisterstown Road 28 2 Stone Canyon Apartments 5210 East Hampton Avenue 29 1 American Express - TRC-W 3202 Behrend Drive 30 2 Bentley Place Apartments 9670 Halsey Road 31 2 Windermere & Harrowgate 1825 & 1833 New Hampshire Avenue 32 1 Hilton Garden Inn - Staten Island, NY 1100 South Avenue 33 1 University Plaza Shopping Center 1-280 University Plaza 34 1 Auburn Village 2120-2460 Grass Valley Highway 35 1 13700 Northwest 115th Avenue (Medley) 13700 Northwest 115th Avenue 36 1 536 Fayette Street (Perth) 536 Fayette Street 37 2 Summer Crest Apartments 2828 West Ball Road 38 1 Tollway Office Center II 3905 North Dallas Parkway 39 2 Shelter Cove Apartments 2683 South Decatur Boulevard 40 1 JC Studios 1262 East 14th Street 41 1 Village Shopping Center 7001 Three Chopt Road 42 2 The Ridge Apartments 15202 North 40th Street 43 1 571 Paramount Drive (Raynham) 571 Paramount Drive 44 1 2500 South Damen Avenue (Chicago) 2500 South Damen Avenue 45 1 Mariposa Shopping Center 2600-2792 Homestead Road 46 1 Woodway Collection 1407 Voss Road 47 1 Southside Marketplace 857 East Fort Avenue 48 1 Extra Space - New York, NY 58 West 143rd Street 49 1 Lakewood Marketplace - SEC 5920 South Street 50 1 Carpinteria I Office Buildings 6303 & 6307 Carpinteria Avenue 51 1 Colorado Technical Center 321 South Taylor, 1480 Arthur Avenue, and 346 South Arthur Avenue 52 1 Palms Plaza 22191 Powerline Road 53 1 2050 East 55th Street (Vernon) 2050 East 55th Street 54 2 Brookstone 1800 Marett Boulevard 55 1 Marriott Courtyard - Norfolk, VA 520 Plume Street 56 1 Overlake Fashion Plaza 2150 148th Avenue Northeast 57 1 Park Ten Industrial Park 1450 SW 10th Street 58 1 Memorial Collection 14620 Memorial Drive 59 1 Stefko & Allen Street Pool Various 59.01 Stefko Boulevard Shopping Center 1802-1880 Stefko Boulevard 59.02 Allen Street Shopping Center 1401 Allen Street 60 2 Le Med Apartments 950 West Sierra Madre Avenue 61 1 Northlake Square West SWC Northlake Boulevard and Congress Avenue 62 1 Rapp Collins Worldwide 1660 N. Westridge Circle 63 1 Marriott Courtyard - Ewing, NJ 360 Scotch Road 64 1 Marion City & Centre Stage Shopping Centers Various 64.01 Centre Stage Shopping Center 2008 Memorial Boulevard 64.02 Marion City Square Shopping Center 154 Highway 70 West 65 1 Brentwood Commons 1047-1145 South York Road 66 2 Spanish Wells Apartments 5355 South Rainbow Boulevard 67 1 Homewood Suites - Sandston, VA 5996 Audubon Drive 68 1 One Commercial Street (Sharon) One Commercial Street 69 1 Ashburn Farm Village Centre 43731-43781 Parkhurst Plaza 70 1 2990 Telestar Court 2990 Telestar Court 71 1 Arrow Parking Garage 204 East Lombard Street 72 2 Sterling University Canyon 4404 East Oltorf Street 73 2 Abbey Rowe Apartments 9320 Windsor Lane N.E. 74 1 Pasadena Crossroads 8110-8120 Gov. Ritchie Highway 75 2 Villa Serrano Apartments 201 South Magnolia Avenue 76 1 Extra Space - North Bergen, NJ 2025-2027 83rd Street 77 1 Elkridge Corners 7280 Montgomery Road 78 1 Navajo Shopping Center 8650 Lake Murray Boulevard 79 1 Arapahoe & Peoria Business Center 12250, 12300, 12350 East Arapahoe Road 80 1 Willow Lake West Shopping Center 2902 West 86th Street 81 1 Stonebrook Plaza 11613-11615 Kedzie Avenue 82 1 Extra Space - Hackensack, NJ 270 South River Street 83 1 Marriott Courtyard - Chester, VA 2001 West Hundred Road 84 1 Lakewood Marketplace - NWC 5611 South Street 85 1 Executive Park West 6833-6899 West Charleston Boulevard 86 1 Wal-Mart - Kansas City, MO 5000 East Bannister Road 87 1 U-Haul 3(2) Various 88 2 Vista De San Jacinto 652 North Ramona Boulevard 89 1 Westlinks 11, 12, 14 & 15 13100, 13120, 13130 Westlinks Terrace; 12801 Commonwealth Drive 90 1 30-40 Ramland Road 30-40 Ramland Road 91 1 Park Crest Apartments 2070 Belmont Road 92 1 Forsyth Professional Centre 241 West Weaver Road 93 1 Extra Space - Toms River, NJ 317 Route 37 East 94 1 Country Inn & Suites-Sarasota, FL 5730 Gantt Road 95 1 U-Haul 4(2) Various 96 1 U-Haul 5(2) Various 97 1 Mainstreet Square 2930-2970 Finley Road 98 2 Carrington Court Apartments 4401, 4501, 4500, 4504, 4508, 4512, 4601, 4604 West Chippewa Circle and 4400, 4500, 4600, 4604 West Custer Lane 99 1 Extra Space - Seattle, WA 1430 North 130th Street 100 1 U-Haul 6(2) Various 101 1 U-Haul 7(2) Various 102 1 Holiday Inn Express - Mechanicsville, VA 7441 Bell Creek Road 103 1 A. H. Root Building 2401 15th Street 104 1 Corinthian Medical College 11560 South Kedzie Avenue 105 1 Extra Space - Linden, NJ 171 West Edgar Road 106 1 Extra Space - Parlin, NJ 1001 US Route 9 107 2 Azalea Hill Apartments 5801 East Shirley Lane 108 1 U-Haul 8(2) Various 109 2 Patriots Apartments 1272 Union Road 110 1 Midtown Village 860 Parris Island Gateway 111 1 Lincoln and Alamac Pool Various 111.01 Lincoln Center 670 Lincoln Road 111.02 The Alamac 1300 Collins Avenue 112 1 Backlick Shopping Center 6651-6691 Backlick Road 113 1 West Airline 10057 West Airline Highway 114 1 Extra Space - Beaverton, OR 575 NW 185th Avenue 115 1 Merrionette Park Medical Center 11600 & 11630 South Kedzie Avenue 116 2 Polo Club Apartments 1000 High Road 117 1 Summit Place of North Myrtle Beach 491 Highway 17 118 1 Doc Stone Commons II 308 & 320 Worth Avenue 119 2 Hidden Village Apartments 2725 SW 27th Ave. 120 2 City View Farm Apartments 1043 West Jefferson Street 121 1 Lakewood Marketplace - SWC 5503 Woodruff Avenue 122 1 Extra Space - Plainville, MA 90 Taunton Street 123 1 Extra Space - Stoneham, MA 95 Montvale Avenue 124 1 Clearview 1401 South Clearview Parkway 125 1 Lakewood Marketplace - NEC 5907 South Street 126 1 6305 & 6309 Carpinteria Avenue 6305 & 6309 Carpinteria Avenue 127 1 Westlinks 4 & 5 12600 & 12650 Westlinks Drive 128 1 Barrington Terrace 333 16th Avenue, SE 129 1 Summit Place of Mooresville 128 Brawley School Road 130 1 Prosperity Center 701-707 East Market Street 131 1 The Depot Building 215 Depot Court 132 1 233 East Lancaster Avenue/Spring House Plaza I Various 132.01 233 East Lancaster Avenue 233 East Lancaster Avenue 132.02 Spring House Plaza I 821 North Bethlehem Pike 133 2 Como Park Apartments 1385-1445 West Jessamine Street 134 1 Extra Space - New Paltz, NY 24 South Putt Corners Road 135 1 Keith Properties Various 135.01 Duxbury Properties 20, 40, 42 Tremont Street 135.02 Stoughton Properties 532 Page Street, 14 Page Terrace 136 1 21 West Shopping Center 520-536 21st Street 137 1 Judicial Drive Building 10505 Judicial Drive 138 1 Amelia Cotton Press 1883 Tchoupitoulas Street 139 1 Apria Healthcare 7353 Company Drive 140 2 Candleglow Apartments 1071 Candlelight Boulevard 141 1 Franciscan Estates Administrative Offices 801 Main Street 142 1 Sam Houston Parkway Office Building 7906 North Sam Houston Parkway West 143 1 Walgreens - Columbus, OH NWC of Chilmark Drive & Hamilton Road 144 1 Sacramento Center II Shopping Center 8794-8796 Sacramento Drive 145 1 Northglen Shopping Center 13904-14038 Nacogdoches Road 146 1 Best Western Expo Inn 1413 Howe Avenue 147 2 Van Mark Apartments 3980 Old Sterlington Road 148 1 Clarion Hotel-Savannah, GA 16 Gateway Boulevard East 149 2 San Mateo Apartments 133-177 Orlando Street 150 1 Sun Plaza 9116 & 9126 W. Bowles Avenue 151 1 Parkview C Office 1121 East 3900 South 152 1 Walgreens - Manhattan, KS 325 Bluemont Avenue 153 1 Extra Space - Sandy, UT 8308 South 700 East 154 1 Financial Plaza Office Building 3500 Financial Plaza 155 1 Spring Mall Square 6701 Loisdale Road 156 1 Walgreens - Southington, CT 359 Main Street 157 1 Lawndale Plaza 14310-14408 Hawthorne Boulevard 158 1 Walgreens - Gladstone, MO 6320 North Oak Trafficway 159 1 Extra Space - Everett, MA 329 Second Street 160 1 710 Juniper Building 710 N.W. Juniper Street 161 1 Walgreens - Nashville, TN 2421 Lebanon Pike 162 1 Days Inn-Nanuet, NY 375 West Route 59 163 1 CVS - Shelby NWC 24 Mile & Hayes 164 2 Garden Lane Apartments 700 Garden Lane 165 1 Summit Place of Kings Mountain 1001 Phifer Road 166 1 Westside Center Plaza 2302 Harrison Avenue NW 167 1 Poplar Forest Shopping Center 12130 East Lynchburg-Salem Turnpike 168 1 Walgreens - Derby, KS 458 North Baltimore Avenue 169 1 Parkwood Village 1730 Parkwood Blvd. 170 1 Walgreens - Garden City, KS 1308 East Kansas Avenue 171 1 Walgreens - Dodge City, KS 1801 North 14th Avenue 172 1 The Grand Professional Building 300 West Grand Avenue 173 1 Exton Shopping Center 332 & 334 North Pottstown Pike 174 1 Walgreens - Pittsburg, KS 1911 North Broadway Street 175 1 377-385 George Street 377-385 George Street 176 1 Southern News Group Building 11122 Bellaire Boulevard 177 1 Walgreens - Great Bend, KS 3920 10th Street 178 1 Rite Aid - Bangor, ME 713 Broadway Street 179 1 Crescent Office Building 115 Crescent Commons 180 1 Eckerd - Philadelphia, PA 1334 Windrim Avenue 181 1 Walgreens - Blue Springs, MO 3200 SW State Route 7 182 1 Walgreens - Marion, IL 1710 West De Young Street 183 2 The Mark Apartments 481 Cypress Lane 184 2 Boulder Ridge Apartments 535 Northland Drive 185 1 CVS - Independence, MO 11125 East US Highway 24 186 1 7 Mill Pond Drive & 1 Regency Drive Various 186.01 7 Mill Pond Drive 7 Mill Pond Drive 186.02 1 Regency Drive 1 Regency Drive 187 2 Kelly Gardens Apartments 188-192 Allen Street 188 2 The Lakeview Terrace Apartments 1191 High Avenue 189 1 Riverdale Strip Center 3440 129th Avenue NW 190 1 Eckerd - Murfreesboro, TN 603 South Tennessee Boulevard 191 1 Extra Space - Denver, CO 2950 West 96th Avenue 192 1 Sacramento Center I Shopping Center 8790-8794 Sacramento Drive 193 1 Terrell Mill Junction 1475 Terrell Mill Road S.E. 194 1 CVS - Duncanville, TX 603 South Cedar Ridge Drive 195 1 CVS-Brockton, MA 1933 Main Street 196 1 Walgreens - Houston, TX 12959 Aldine Westfield Road 197 1 Carlson Center Shoppes 187 Cheshire Lane N 198 1 Russell Plaza 33600 6th Avenue South 199 1 Extra Space - West Valley City, UT 4537 West 3500 South 200 1 Stor-N-Lock #10 - Salt Lake City, UT 6950 South 2300 East 201 2 The Gotham 702 13th Street 202 1 Walgreens-Eagan, MN 2010 Cliff Road 203 1 Village Shops 600 Loring Avenue 204 2 Cornerstone Apartments 2900 Steeplechase Lane 205 1 Stor-N-Lock #8 - Sandy, UT 8620 South 300 West 206 1 Stor-N-Lock #9 - Salt Lake City, UT 1060 North Beck Street 207 1 Sherwin Williams - Angola, IN 1902 North Wayne Street 208 1 Sherwin Williams - Boardman, OH 4040 South Avenue 209 1 Sherwin Williams - Ashtabula, OH 2375 West Prospect Road </TABLE> <TABLE> MORTGAGE MORTGAGE LOAN CROSS COLLATERALIZED AND LOAN NUMBER CITY STATE ZIP CODE CROSS DEFAULTED LOAN FLAG SELLER - ------------------------------------------------------------------------------------------------------------------------------------ 1 Atlanta GA 30303 Wachovia 2 Various Various Various AMCC 2.01 Burlington NJ 08016 2.02 Sacramento CA 95814 2.03 Suffolk VA 23435 2.04 Washington DC 20239, 20463 2.05 Kansas City KS 66101 2.06 San Diego CA 92108 2.07 Concord MA 01742 2.08 Philadelphia PA 19130 2.09 Huntsville AL 35816 2.10 Houston TX 77027 2.11 Providence RI 02903 2.12 Aurora CO 80011 2.13 Lakewood CO 80215 2.14 Norfolk VA 23502 3 Arlington VA 22209 Wachovia 4 New York NY 10013 Wachovia 5 Various Various Various Wachovia 5.01 Macon GA 31206 5.02 Burlington NC 27215 6 Chicago IL 60601 Wachovia 7 Cleveland OH 44114 Wachovia 8 McLean VA 22102 Wachovia 8.01 McLean VA 22102 8.02 McLean VA 22102 9 Arlington VA 22209 Wachovia 10 Carlsbad CA 92009 Wachovia 11 Arlington VA 22209 Wachovia 12 Los Angeles CA 90045 Wachovia 13 Arlington VA 22209 Wachovia 14 San Francisco CA 94103 Wachovia 15 New York NY 10013 Wachovia 16 Fort Worth TX 76102 Wachovia 17 Arlington VA 22209 Wachovia 18 Evansville IN 47715 Wachovia 19 Herndon VA 20170 Wachovia 20 Brookline MA 02446 Wachovia 21 Arlington VA 22209 Wachovia 22 Sugar Land TX 77479 Wachovia 23 Phoenix AZ 85027 Wachovia 24 El Segundo CA 90245 CWCapital 25 Reisterstown MD 21117 Wachovia 26 Atlanta GA 30324 Wachovia 27 Baltimore MD 21208 Wachovia 28 Mesa AZ 85206 Wachovia 29 Phoenix AZ 85027 Wachovia 30 Lenexa KS 66215 Wachovia 31 Washington DC 20009 Wachovia 32 Staten Island NY 10314 Wachovia 33 Newark DE 19702 AMCC 34 Auburn CA 95603 Wachovia 35 Medley FL 33178 CWCapital 36 Perth Amboy NJ 08861 CWCapital 37 Anaheim CA 92804 Wachovia 38 Plano TX 75093 CLF Portfolio Wachovia 39 Las Vegas NV 89102 Wachovia 40 Brooklyn NY 11230 Wachovia 41 Richmond VA 23226 Wachovia 42 Phoenix AZ 85032 Wachovia 43 Raynham MA 02767 CWCapital 44 Chicago IL 60608 CWCapital 45 Santa Clara CA 95051 Wachovia 46 Houston TX 77057 Brentwood and Woodway Portfolio Wachovia 47 Baltimore MD 21230 Wachovia 48 New York NY 10037 Extra Space Portfolio #4 Wachovia 49 Lakewood CA 90713 Lakewood Marketplace Portfolio Wachovia 50 Carpinteria CA 93013 Orfalea-Carpinteria Office Portfolio AMCC 51 Louisville CO 80027 AMCC 52 Boca Raton FL 33433 Wachovia 53 Vernon CA 90058 CWCapital 54 Rock Hill SC 29732 Wachovia 55 Norfolk VA 23510 Wachovia 56 Redmond WA 98052 Wachovia 57 Delray Beach FL 33444 Wachovia 58 Houston TX 77079 Wachovia 59 Various PA Various Wachovia 59.01 Bethlehem PA 18017 59.02 Allentown PA 18102 60 Azusa CA 91702 Wachovia 61 Palm Beach Gardens FL 33401 Wachovia 62 Irving TX 75038 CLF Portfolio Wachovia 63 Ewing NJ 08628 Wachovia 64 Various Various Various CWCapital 64.01 Springfield TN 37172 64.02 Marion NC 28752 65 Bensenville IL 60106 Brentwood and Woodway Portfolio Wachovia 66 Las Vegas NV 89118 Wachovia 67 Sandston VA 23150 Wachovia 68 Sharon MA 02063 CWCapital 69 Ashburn VA 20147 Wachovia 70 Falls Church VA 22042 Wachovia 71 Baltimore MD 21202 CWCapital 72 Austin TX 78741 AMCC 73 Olympia WA 98516 Wachovia 74 Pasadena MD 21122 AMCC 75 Anaheim CA 92804 Wachovia 76 North Bergen NJ 07047 Extra Space Portfolio #4 Wachovia 77 Elkridge MD 21227 Wachovia 78 San Diego CA 92119 Wachovia 79 Centennial CO 80112 AMCC 80 Indianapolis IN 46268 Wachovia 81 Merrionette Park IL 60803 Wachovia 82 Hackensack NJ 07601 Extra Space Portfolio #4 Wachovia 83 Chester VA 23836 Wachovia 84 Lakewood CA 90713 Lakewood Marketplace Portfolio Wachovia 85 Las Vegas NV 89117 Wachovia 86 Kansas City MO 64137 Wachovia 87 Various Various Various U-Haul Portfolio CWCapital 88 San Jacinto CA 92583 CWCapital 89 Ft. Myers FL 33913 CWCapital 90 Orangeburg NY 10962 Wachovia 91 Washington DC 20009 Wachovia 92 Forsyth IL 62535 Wachovia 93 Toms River NJ 08753 Extra Space Portfolio #4 Wachovia 94 Sarasota FL 34233 AMCC 95 Various Various Various U-Haul Portfolio CWCapital 96 Various Various Various U-Haul Portfolio CWCapital 97 Downers Grove IL 60515 CWCapital 98 Sioux Falls SD 57106 AMCC 99 Seattle WA 98133 Extra Space Portfolio #4 Wachovia 100 Various Various Various U-Haul Portfolio CWCapital 101 Various Various Various U-Haul Portfolio CWCapital 102 Mechanicsville VA 23111 Wachovia 103 Denver CO 80202 AMCC 104 Merrionette Park IL 60803 Ruh-Merrionette Park Office Portfolio AMCC 105 Linden NJ 07036 Extra Space Portfolio #4 Wachovia 106 Parlin NJ 08859 Extra Space Portfolio #4 Wachovia 107 Montgomery AL 36117 CWCapital 108 Various Various Various U-Haul Portfolio CWCapital 109 Gastonia NC 28054 Wachovia 110 Beaufort SC 29906 Wachovia 111 Miami Beach FL 33139 Wachovia 111.01 Miami Beach FL 33139 111.02 Miami Beach FL 33139 112 Springfield VA 22150 CWCapital 113 St. Rose LA 70087 CWCapital 114 Beaverton OR 97006 Extra Space Portfolio #4 Wachovia 115 Merrionette Park IL 60803 Ruh-Merrionette Park Office Portfolio AMCC 116 Tallahassee FL 32304 AMCC 117 Little River SC 29566 Summit Healthcare Portfolio Wachovia 118 Garrisonville VA 22554 Wachovia 119 Gainesville FL 32608 AMCC 120 Franklin IN 46131 Wachovia 121 Lakewood CA 90713 Lakewood Marketplace Portfolio Wachovia 122 Plainville MA 02762 Extra Space Portfolio #4 Wachovia 123 Stoneham MA 02180 Extra Space Portfolio #4 Wachovia 124 Elmwood LA 70123 CWCapital 125 Lakewood CA 90713 Lakewood Marketplace Portfolio Wachovia 126 Carpinteria CA 93013 Orfalea-Carpinteria Office Portfolio AMCC 127 Fort Myers FL 33913 CWCapital 128 Largo FL 33771 Wachovia 129 Mooresville NC 28117 Summit Healthcare Portfolio Wachovia 130 Leesburg VA 20175 CWCapital 131 Leesburg VA 20175 CWCapital 132 Various PA Various AMCC 132.01 Ardmore PA 19003 132.02 Lower Gwynedd Township PA 19002 133 St. Paul MN 55108 AMCC 134 New Paltz NY 12561 Extra Space Portfolio #4 Wachovia 135 Various MA Various CWCapital 135.01 Duxbury MA 02332 135.02 Stoughton MA 02072 136 Norfolk VA 23517 CWCapital 137 Fairfax VA 22030 CWCapital 138 New Orleans LA 70130 CWCapital 139 Indianapolis IN 46237 Cole Portfolio Wachovia 140 Brooksville FL 34601 Wachovia 141 Saint Helena CA 94574 Wachovia 142 Houston TX 77064 AMCC 143 Columbus OH 43230 Wachovia 144 Alexandria VA 22309 CWCapital 145 San Antonio TX 78217 CWCapital 146 Sacramento CA 95825 AMCC 147 Monroe LA 71203 Wachovia 148 Savannah GA 31419 AMCC 149 El Cajon CA 92021 CWCapital 150 Littleton CO 80123 AMCC 151 Salt Lake City UT 84124 Wachovia 152 Manhattan KS 66502 Wachovia 153 Sandy UT 84070 Extra Space Portfolio #4 Wachovia 154 Tallahassee FL 32312 AMCC 155 Springfield VA 22150 CWCapital 156 Southington CT 06489 Wachovia 157 Lawndale CA 90260 CWCapital 158 Gladstone MO 64118 Wachovia 159 Everett MA 02149 Extra Space Portfolio #4 Wachovia 160 Issaquah WA 98027 AMCC 161 Nashville TN 37214 Wachovia 162 Nanuet NY 10954 AMCC 163 Shelby Township MI 48315 CWCapital 164 Shakopee MN 55379 AMCC 165 Kings Mountain NC 28086 Summit Healthcare Portfolio Wachovia 166 Olympia WA 98502 AMCC 167 Forest VA 24551 Wachovia 168 Derby KS 67037 Wachovia 169 Wilson NC 27895 Wachovia 170 Garden City KS 67846 Wachovia 171 Dodge City KS 67801 Wachovia 172 Escondido CA 92025 AMCC 173 Exton PA 19341 AMCC 174 Pittsburg KS 66762 Wachovia 175 New Brunswick NJ 08901 Wachovia 176 Houston TX 77072 AMCC 177 Great Bend KS 67530 Wachovia 178 Bangor ME 04401 Cole Portfolio Wachovia 179 Cary NC 27511 Wachovia 180 Philadelphia PA 19141 Cole Portfolio Wachovia 181 Blue Springs MO 64014 Wachovia 182 Marion IL 62959 Wachovia 183 Greenville MS 38701 Wachovia 184 St. Joseph MN 56374 AMCC 185 Independence MO 64054 Cole Portfolio Wachovia 186 Various CT Various AMCC 186.01 Granby CT 06035 186.02 Bloomfield CT 06002 187 New Britain CT 06053 Wachovia 188 Oshkosh WI 54901 Wachovia 189 Coon Rapids MN 55448 AMCC 190 Murfreesboro TN 37130 Cole Portfolio Wachovia 191 Denver CO 80260 Extra Space Portfolio #4 Wachovia 192 Alexandria VA 22309 CWCapital 193 Marietta GA 30067 AMCC 194 Duncanville TX 75137 Cole Portfolio Wachovia 195 Brockton MA 02301 AMCC 196 Houston TX 77039 Wachovia 197 Plymouth MN 55441 AMCC 198 Federal Way WA 98003 Wachovia 199 West Valley City UT 84120 Extra Space Portfolio #4 Wachovia 200 Salt Lake City UT 84121 Wachovia 201 Miami Beach FL 33139 Wachovia 202 Eagan MN 55122 AMCC 203 Salem MA 01970 AMCC 204 Montgomery AL 36116 CWCapital 205 Sandy UT 84070 Wachovia 206 Salt Lake City UT 84103 Wachovia 207 Angola IN 46703 Cole Portfolio Wachovia 208 Boardman OH 44512 Cole Portfolio Wachovia 209 Ashtabula OH 44004 Cole Portfolio Wachovia </TABLE> <TABLE> MORTGAGE GENERAL SPECIFIC ORIGINAL % OF AGGREGATE % OF AGGREGATE % OF AGGREGATE LOAN PROPERTY PROPERTY LOAN CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE NUMBER TYPE TYPE BALANCE ($) LOAN BALANCE ($) BALANCE GROUP 1 BALANCE GROUP 2 BALANCE - ------------------------------------------------------------------------------------------------------------------------------------ 1 Special Purpose Merchandise Mart 205,000,000.00 204,416,548.26 5.58% 6.11% 2 Various Various 194,500,000.00 194,500,000.00 5.31% 5.81% 2.01 Industrial Warehouse 41,006,000.00 2.02 Office CBD 28,736,000.00 2.03 Office Suburban 27,811,000.00 2.04 Office CBD 24,030,200.00 2.05 Office CBD 18,000,000.00 2.06 Office Suburban 10,759,000.00 2.07 Office Suburban 10,240,000.00 2.08 Office CBD 7,000,000.00 2.09 Office Suburban 6,983,200.00 2.10 Office Suburban 6,130,600.00 2.11 Office Suburban 6,090,000.00 2.12 Office Suburban 3,248,000.00 2.13 Office Suburban 2,720,200.00 2.14 Office Suburban 1,745,800.00 3 Office Suburban 182,500,000.00 182,500,000.00 4.98% 5.46% 4 Office CBD 160,000,000.00 160,000,000.00 4.37% 4.78% 5 Retail Anchored 141,200,000.00 141,200,000.00 3.85% 4.22% 5.01 Retail Anchored 5.02 Retail Anchored 6 Mixed Use Multifamily/Office 140,000,000.00 140,000,000.00 3.82% 4.19% 7 Office CBD 115,000,000.00 115,000,000.00 3.14% 3.44% 8 Office Suburban 100,000,000.00 100,000,000.00 2.73% 2.99% 8.01 Office Suburban 8.02 Office Suburban 9 Office Suburban 86,500,000.00 86,500,000.00 2.36% 2.59% 10 Retail Anchored 85,000,000.00 85,000,000.00 2.32% 2.54% 11 Office Suburban 84,500,000.00 84,500,000.00 2.31% 2.53% 12 Hospitality Full Service 82,600,000.00 82,600,000.00 2.25% 2.47% 13 Office Suburban 67,100,000.00 67,100,000.00 1.83% 2.01% 14 Retail Anchored 60,000,000.00 60,000,000.00 1.64% 1.79% 15 Office CBD 60,000,000.00 59,813,869.53 1.63% 1.79% 16 Hospitality Full Service 57,400,000.00 57,400,000.00 1.57% 1.72% 17 Office Suburban 48,000,000.00 48,000,000.00 1.31% 1.43% 18 Retail Anchored 43,760,000.00 43,760,000.00 1.19% 1.31% 19 Office Suburban 41,700,000.00 41,700,000.00 1.14% 1.25% 20 Hospitality Limited Service 38,913,000.00 38,913,000.00 1.06% 1.16% 21 Office Suburban 37,400,000.00 37,400,000.00 1.02% 1.12% 22 Retail Anchored 34,160,000.00 34,160,000.00 0.93% 1.02% 23 Office Suburban 33,700,000.00 33,700,000.00 0.92% 1.01% 24 Office Flex 33,000,000.00 32,966,495.79 0.90% 0.99% 25 Retail Anchored 29,134,000.00 29,134,000.00 0.80% 0.87% 26 Multifamily Conventional 28,500,000.00 28,500,000.00 0.78% 8.94% 27 Retail Anchored 27,200,000.00 27,200,000.00 0.74% 0.81% 28 Multifamily Conventional 25,200,000.00 25,200,000.00 0.69% 7.90% 29 Office Suburban 24,000,000.00 24,000,000.00 0.66% 0.72% 30 Multifamily Conventional 24,000,000.00 24,000,000.00 0.66% 7.53% 31 Multifamily Conventional 23,850,000.00 23,850,000.00 0.65% 7.48% 32 Hospitality Full Service 22,961,597.51 22,961,597.51 0.63% 0.69% 33 Retail Anchored 22,400,000.00 22,400,000.00 0.61% 0.67% 34 Retail Anchored 22,279,000.00 22,279,000.00 0.61% 0.67% 35 Industrial Warehouse 21,731,250.00 21,731,250.00 0.59% 0.65% 36 Industrial Warehouse 21,443,250.00 21,443,250.00 0.59% 0.64% 37 Multifamily Conventional 21,300,000.00 21,300,000.00 0.58% 6.68% 38 Office Suburban 20,925,000.00 20,925,000.00 0.57% 0.63% 39 Multifamily Conventional 20,050,000.00 20,050,000.00 0.55% 6.29% 40 Industrial Flex 20,000,000.00 20,000,000.00 0.55% 0.60% 41 Retail Anchored 18,765,000.00 18,765,000.00 0.51% 0.56% 42 Multifamily Conventional 18,000,000.00 18,000,000.00 0.49% 5.64% 43 Industrial Warehouse 17,688,000.00 17,688,000.00 0.48% 0.53% 44 Industrial Warehouse 17,327,250.00 17,327,250.00 0.47% 0.52% 45 Retail Anchored 17,085,000.00 17,085,000.00 0.47% 0.51% 46 Retail Anchored 16,800,000.00 16,800,000.00 0.46% 0.50% 47 Retail Anchored 16,588,000.00 16,588,000.00 0.45% 0.50% 48 Self Storage Self Storage 16,400,000.00 16,400,000.00 0.45% 0.49% 49 Retail Anchored 16,300,000.00 16,300,000.00 0.44% 0.49% 50 Office Suburban 16,200,000.00 16,200,000.00 0.44% 0.48% 51 Industrial Warehouse - Office 16,000,000.00 16,000,000.00 0.44% 0.48% 52 Retail Anchored 16,000,000.00 16,000,000.00 0.44% 0.48% 53 Industrial Warehouse 15,883,500.00 15,883,500.00 0.43% 0.47% 54 Multifamily Conventional 15,500,000.00 15,500,000.00 0.42% 4.86% 55 Hospitality Limited Service 15,400,000.00 15,354,727.17 0.42% 0.46% 56 Retail Anchored 15,045,000.00 15,045,000.00 0.41% 0.45% 57 Industrial Warehouse 14,950,000.00 14,950,000.00 0.41% 0.45% 58 Retail Anchored 14,267,000.00 14,267,000.00 0.39% 0.43% 59 Retail Anchored 13,778,000.00 13,778,000.00 0.38% 0.41% 59.01 Retail Anchored 59.02 Retail Anchored 60 Multifamily Conventional 13,700,000.00 13,700,000.00 0.37% 4.30% 61 Retail Anchored 13,650,000.00 13,620,977.34 0.37% 0.41% 62 Office Suburban 13,575,000.00 13,575,000.00 0.37% 0.41% 63 Hospitality Full Service 13,500,000.00 13,500,000.00 0.37% 0.40% 64 Retail Anchored 13,200,000.00 13,200,000.00 0.36% 0.39% 64.01 Retail Anchored 6,799,980.00 64.02 Retail Anchored 6,400,020.00 65 Retail Anchored 13,011,000.00 13,011,000.00 0.36% 0.39% 66 Multifamily Conventional 12,650,000.00 12,650,000.00 0.35% 3.97% 67 Hospitality Extended Stay 12,300,000.00 12,265,522.96 0.33% 0.37% 68 Industrial Warehouse 12,201,750.00 12,201,750.00 0.33% 0.36% 69 Retail Anchored 12,093,000.00 12,093,000.00 0.33% 0.36% 70 Office Suburban 12,000,000.00 12,000,000.00 0.33% 0.36% 71 Parking Garage Parking Garage 12,000,000.00 12,000,000.00 0.33% 0.36% 72 Multifamily Student Housing 12,000,000.00 12,000,000.00 0.33% 3.76% 73 Multifamily Conventional 11,836,000.00 11,836,000.00 0.32% 3.71% 74 Retail Anchored 11,500,000.00 11,500,000.00 0.31% 0.34% 75 Multifamily Conventional 11,500,000.00 11,500,000.00 0.31% 3.61% 76 Self Storage Self Storage 11,000,000.00 11,000,000.00 0.30% 0.33% 77 Retail Anchored 10,320,000.00 10,320,000.00 0.28% 0.31% 78 Retail Anchored 10,200,000.00 10,200,000.00 0.28% 0.30% 79 Office Flex 9,750,000.00 9,750,000.00 0.27% 0.29% 80 Retail Anchored 9,680,000.00 9,680,000.00 0.26% 0.29% 81 Retail Anchored 9,586,000.00 9,586,000.00 0.26% 0.29% 82 Self Storage Self Storage 9,500,000.00 9,500,000.00 0.26% 0.28% 83 Hospitality Limited Service 9,500,000.00 9,487,394.74 0.26% 0.28% 84 Retail Anchored 9,400,000.00 9,400,000.00 0.26% 0.28% 85 Office Suburban 9,375,000.00 9,355,024.47 0.26% 0.28% 86 Industrial Warehouse 9,000,000.00 8,980,447.36 0.25% 0.27% 87 Self Storage Self Storage 8,829,821.41 8,817,464.15 0.24% 0.26% 88 Multifamily Conventional 8,750,000.00 8,750,000.00 0.24% 2.74% 89 Office Flex 8,600,000.00 8,600,000.00 0.23% 0.26% 90 Office Suburban 8,500,000.00 8,491,094.35 0.23% 0.25% 91 Multifamily Conventional 8,450,000.00 8,441,375.54 0.23% 0.25% 92 Office Medical 8,400,000.00 8,382,665.91 0.23% 0.25% 93 Self Storage Self Storage 8,300,000.00 8,300,000.00 0.23% 0.25% 94 Hospitality Limited Service 8,000,000.00 7,989,282.60 0.22% 0.24% 95 Self Storage Self Storage 7,610,448.19 7,599,797.44 0.21% 0.23% 96 Self Storage Self Storage 7,529,684.44 7,519,146.71 0.21% 0.22% 97 Retail Shadow Anchored 7,500,000.00 7,500,000.00 0.20% 0.22% 98 Multifamily Conventional 7,500,000.00 7,492,599.31 0.20% 2.35% 99 Self Storage Self Storage 7,400,000.00 7,400,000.00 0.20% 0.22% 100 Self Storage Self Storage 7,208,076.20 7,197,988.56 0.20% 0.22% 101 Self Storage Self Storage 7,167,695.26 7,157,664.13 0.20% 0.21% 102 Hospitality Limited Service 6,900,000.00 6,880,725.47 0.19% 0.21% 103 Mixed Use Office/Retail 6,850,000.00 6,830,548.90 0.19% 0.20% 104 Office Medical 6,800,000.00 6,800,000.00 0.19% 0.20% 105 Self Storage Self Storage 6,700,000.00 6,700,000.00 0.18% 0.20% 106 Self Storage Self Storage 6,700,000.00 6,700,000.00 0.18% 0.20% 107 Multifamily Conventional 6,700,000.00 6,685,799.79 0.18% 2.10% 108 Self Storage Self Storage 6,654,274.50 6,644,961.91 0.18% 0.20% 109 Multifamily Conventional 6,560,000.00 6,560,000.00 0.18% 2.06% 110 Retail Anchored 6,520,000.00 6,494,663.10 0.18% 0.19% 111 Various Various 6,500,000.00 6,492,929.15 0.18% 0.19% 111.01 Mixed Use Office/Retail 4,500,000.00 111.02 Multifamily Conventional 2,000,000.00 112 Retail Unanchored 6,500,000.00 6,471,529.55 0.18% 0.19% 113 Industrial Warehouse 6,450,000.00 6,440,177.56 0.18% 0.19% 114 Self Storage Self Storage 6,200,000.00 6,200,000.00 0.17% 0.19% 115 Office Medical 6,000,000.00 6,000,000.00 0.16% 0.18% 116 Multifamily Student Housing 5,800,000.00 5,778,882.16 0.16% 1.81% 117 Healthcare Assisted Living 5,600,000.00 5,600,000.00 0.15% 0.17% 118 Retail Shadow Anchored 5,600,000.00 5,594,765.22 0.15% 0.17% 119 Multifamily Conventional 5,600,000.00 5,588,665.68 0.15% 1.75% 120 Multifamily Conventional 5,500,000.00 5,494,372.99 0.15% 1.72% 121 Retail Unanchored 5,460,000.00 5,460,000.00 0.15% 0.16% 122 Self Storage Self Storage 5,400,000.00 5,400,000.00 0.15% 0.16% 123 Self Storage Self Storage 5,400,000.00 5,400,000.00 0.15% 0.16% 124 Industrial Warehouse 5,400,000.00 5,391,686.65 0.15% 0.16% 125 Retail Unanchored 5,340,000.00 5,340,000.00 0.15% 0.16% 126 Office Suburban 5,300,000.00 5,300,000.00 0.14% 0.16% 127 Industrial Flex Industrial 5,275,000.00 5,275,000.00 0.14% 0.16% 128 Healthcare Assisted Living 5,200,000.00 5,194,470.96 0.14% 0.16% 129 Healthcare Assisted Living 5,150,000.00 5,150,000.00 0.14% 0.15% 130 Retail Unanchored 5,100,000.00 5,077,661.64 0.14% 0.15% 131 Office Suburban 5,075,000.00 5,075,000.00 0.14% 0.15% 132 Various Various 5,000,000.00 5,000,000.00 0.14% 0.15% 132.01 Office Suburban 132.02 Retail Unanchored 133 Multifamily Conventional 5,000,000.00 5,000,000.00 0.14% 1.57% 134 Self Storage Self Storage 5,000,000.00 5,000,000.00 0.14% 0.15% 135 Office Various 5,000,000.00 4,990,060.40 0.14% 0.15% 135.01 Office Medical 3,325,000.00 135.02 Office Suburban 1,675,000.00 136 Retail Unanchored 4,800,000.00 4,800,000.00 0.13% 0.14% 137 Office Flex 4,800,000.00 4,787,005.76 0.13% 0.14% 138 Industrial Warehouse 4,640,000.00 4,632,830.81 0.13% 0.14% 139 Office Suburban 4,615,000.00 4,615,000.00 0.13% 0.14% 140 Multifamily Conventional 4,500,000.00 4,500,000.00 0.12% 1.41% 141 Office Suburban 4,500,000.00 4,500,000.00 0.12% 0.13% 142 Office Suburban 4,400,000.00 4,395,647.71 0.12% 0.13% 143 Retail Anchored 4,365,000.00 4,360,970.30 0.12% 0.13% 144 Retail Unanchored 4,350,000.00 4,330,946.73 0.12% 0.13% 145 Retail Unanchored 4,300,000.00 4,300,000.00 0.12% 0.13% 146 Hospitality Limited Service 4,500,000.00 4,213,264.82 0.11% 0.13% 147 Multifamily Conventional 4,200,000.00 4,195,764.42 0.11% 1.32% 148 Hospitality Limited Service 4,200,000.00 4,194,155.26 0.11% 0.13% 149 Multifamily Conventional 4,150,000.00 4,150,000.00 0.11% 1.30% 150 Retail Unanchored 4,150,000.00 4,150,000.00 0.11% 0.12% 151 Office Suburban 4,025,000.00 4,025,000.00 0.11% 0.12% 152 Retail Anchored 4,000,000.00 4,000,000.00 0.11% 0.12% 153 Self Storage Self Storage 4,000,000.00 4,000,000.00 0.11% 0.12% 154 Office Suburban 4,000,000.00 3,996,110.29 0.11% 0.12% 155 Retail Anchored 4,000,000.00 3,982,479.73 0.11% 0.12% 156 Retail Anchored 3,981,000.00 3,981,000.00 0.11% 0.12% 157 Retail Anchored 3,900,000.00 3,794,357.23 0.10% 0.11% 158 Retail Anchored 3,794,000.00 3,794,000.00 0.10% 0.11% 159 Self Storage Self Storage 3,750,000.00 3,750,000.00 0.10% 0.11% 160 Office Suburban 3,720,000.00 3,712,648.24 0.10% 0.11% 161 Retail Anchored 3,692,000.00 3,692,000.00 0.10% 0.11% 162 Hospitality Limited Service 3,600,000.00 3,600,000.00 0.10% 0.11% 163 Retail Anchored 3,575,000.00 3,567,739.23 0.10% 0.11% 164 Multifamily Conventional 3,575,000.00 3,567,622.70 0.10% 1.12% 165 Healthcare Assisted Living 3,550,000.00 3,550,000.00 0.10% 0.11% 166 Retail Unanchored 3,500,000.00 3,493,007.46 0.10% 0.10% 167 Retail Anchored 3,340,000.00 3,330,006.41 0.09% 0.10% 168 Retail Anchored 3,322,000.00 3,322,000.00 0.09% 0.10% 169 Healthcare Assisted Living 3,300,000.00 3,296,514.71 0.09% 0.10% 170 Retail Anchored 3,211,000.00 3,211,000.00 0.09% 0.10% 171 Retail Anchored 3,210,000.00 3,210,000.00 0.09% 0.10% 172 Office Suburban 3,200,000.00 3,200,000.00 0.09% 0.10% 173 Retail Unanchored 2,900,000.00 2,897,152.29 0.08% 0.09% 174 Retail Anchored 2,834,000.00 2,834,000.00 0.08% 0.08% 175 Mixed Use Multifamily/Retail 2,800,000.00 2,800,000.00 0.08% 0.08% 176 Office Flex 2,800,000.00 2,800,000.00 0.08% 0.08% 177 Retail Anchored 2,773,000.00 2,773,000.00 0.08% 0.08% 178 Retail Unanchored 2,763,000.00 2,763,000.00 0.08% 0.08% 179 Office Suburban 2,700,000.00 2,700,000.00 0.07% 0.08% 180 Retail Unanchored 2,691,000.00 2,691,000.00 0.07% 0.08% 181 Retail Anchored 2,680,000.00 2,680,000.00 0.07% 0.08% 182 Retail Anchored 2,665,000.00 2,665,000.00 0.07% 0.08% 183 Multifamily Conventional 2,640,000.00 2,634,218.17 0.07% 0.83% 184 Multifamily Conventional 2,600,000.00 2,597,465.49 0.07% 0.81% 185 Retail Anchored 2,521,000.00 2,521,000.00 0.07% 0.08% 186 Various Various 2,500,000.00 2,493,458.02 0.07% 0.07% 186.01 Retail Shadow Anchored 186.02 Office Suburban 187 Multifamily Conventional 2,475,000.00 2,475,000.00 0.07% 0.78% 188 Multifamily Conventional 2,400,000.00 2,400,000.00 0.07% 0.75% 189 Retail Unanchored 2,360,000.00 2,357,810.36 0.06% 0.07% 190 Retail Unanchored 2,303,000.00 2,303,000.00 0.06% 0.07% 191 Self Storage Self Storage 2,250,000.00 2,250,000.00 0.06% 0.07% 192 Retail Unanchored 2,200,000.00 2,190,363.85 0.06% 0.07% 193 Retail Unanchored 2,150,000.00 2,147,985.21 0.06% 0.06% 194 Retail Anchored 2,137,000.00 2,137,000.00 0.06% 0.06% 195 Retail Anchored 2,100,000.00 2,090,549.69 0.06% 0.06% 196 Retail Anchored 2,055,000.00 2,055,000.00 0.06% 0.06% 197 Retail Unanchored 2,050,000.00 2,046,148.10 0.06% 0.06% 198 Office Suburban 2,042,000.00 2,040,157.09 0.06% 0.06% 199 Self Storage Self Storage 2,000,000.00 2,000,000.00 0.05% 0.06% 200 Self Storage Self Storage 1,700,000.00 1,692,144.95 0.05% 0.05% 201 Multifamily Conventional 1,500,000.00 1,498,368.27 0.04% 0.47% 202 Retail Anchored 1,500,000.00 1,495,788.26 0.04% 0.04% 203 Retail Unanchored 1,500,000.00 1,494,729.82 0.04% 0.04% 204 Multifamily Conventional 1,430,000.00 1,428,522.95 0.04% 0.45% 205 Self Storage Self Storage 1,300,000.00 1,293,993.21 0.04% 0.04% 206 Self Storage Self Storage 1,000,000.00 995,379.39 0.03% 0.03% 207 Retail Anchored 709,000.00 709,000.00 0.02% 0.02% 208 Retail Anchored 595,000.00 595,000.00 0.02% 0.02% 209 Retail Anchored 493,000.00 493,000.00 0.01% 0.01% </TABLE> <TABLE> INTEREST MORTGAGE MATURITY LOAN INTEREST ACCURAL LOAN ORIGINATION FIRST PAY DATE OR MORTGAGE ADMINISTRATIVE ACCRUAL METHOD NUMBER DATE DATE ARD RATE COST RATE METHOD DURING IO - ------------------------------------------------------------------------------------------------------------------------------------ 1 05/02/05 06/11/05 05/11/15 5.7200% 0.03045% Actual/360 2 06/08/05 07/11/05 06/11/15 5.4600% 0.02045% Actual/360 Actual/360 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 3 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 Actual/360 4 07/01/05 08/11/05 07/11/15 5.0000% 0.02045% Actual/360 Actual/360 5 06/30/05 08/11/05 07/11/15 5.7800% 0.02045% Actual/360 Actual/360 5.01 5.02 6 07/21/05 09/11/05 08/11/15 5.1300% 0.02045% Actual/360 Actual/360 7 06/24/05 08/11/05 07/11/12 5.1800% 0.02045% Actual/360 Actual/360 8 07/14/05 09/10/05 08/10/15 4.8400% 0.02045% Actual/360 Actual/360 8.01 8.02 9 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 Actual/360 10 06/14/05 08/11/05 07/11/15 4.8100% 0.02045% Actual/360 Actual/360 11 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 Actual/360 12 06/23/05 08/11/05 07/11/15 5.3000% 0.02045% Actual/360 Actual/360 13 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 Actual/360 14 07/01/05 08/06/05 07/06/15 4.7800% 0.02045% Actual/360 Actual/360 15 04/22/05 06/11/05 12/11/11 5.3385% 0.02045% Actual/360 16 06/23/05 08/11/05 07/11/15 5.4000% 0.02045% Actual/360 Actual/360 17 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 Actual/360 18 07/27/05 09/11/05 06/11/15 5.0900% 0.02045% Actual/360 Actual/360 19 05/27/05 07/11/05 06/11/15 5.3300% 0.02045% Actual/360 Actual/360 20 06/16/05 08/11/05 07/11/15 5.3500% 0.02045% Actual/360 Actual/360 21 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 Actual/360 22 07/01/05 08/11/05 07/11/15 5.1200% 0.02045% Actual/360 Actual/360 23 07/27/05 09/11/05 07/11/15 5.3000% 0.02045% 30/360 30/360 24 06/27/05 08/01/05 07/01/15 5.1920% 0.04045% Actual/360 25 06/17/05 08/11/05 07/11/10 5.0600% 0.02045% Actual/360 Actual/360 26 05/12/05 07/11/05 06/11/10 5.1800% 0.02045% Actual/360 Actual/360 27 06/15/05 08/11/05 07/11/11 5.0600% 0.02045% Actual/360 Actual/360 28 06/21/05 08/11/05 07/11/15 5.2300% 0.02045% Actual/360 Actual/360 29 07/27/05 09/11/05 07/11/15 5.3400% 0.02045% 30/360 30/360 30 06/29/05 08/11/05 07/11/15 4.9000% 0.02045% Actual/360 Actual/360 31 07/19/05 09/11/05 08/11/15 5.2800% 0.02045% Actual/360 32 07/22/05 09/11/05 06/11/15 5.8935% 0.02045% Actual/360 33 06/09/05 07/11/05 06/11/15 5.1200% 0.02045% Actual/360 Actual/360 34 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 35 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 Actual/360 36 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 Actual/360 37 06/30/05 08/11/05 07/11/15 5.2900% 0.04045% Actual/360 Actual/360 38 06/29/05 08/11/05 05/11/13 5.2400% 0.02045% Actual/360 Actual/360 39 07/07/05 08/11/05 07/11/15 5.1100% 0.02045% Actual/360 Actual/360 40 07/27/05 09/11/05 08/11/15 5.8200% 0.02045% Actual/360 41 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 42 07/22/05 09/11/05 08/11/15 5.0300% 0.02045% Actual/360 Actual/360 43 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 Actual/360 44 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 Actual/360 45 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 46 06/15/05 08/11/05 07/11/11 5.0600% 0.02045% Actual/360 Actual/360 47 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 48 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 49 06/02/05 07/11/05 06/11/15 5.3300% 0.04045% Actual/360 Actual/360 50 06/16/05 08/11/05 07/11/15 5.2500% 0.02045% Actual/360 Actual/360 51 06/20/05 08/11/05 07/11/15 5.2900% 0.02045% Actual/360 Actual/360 52 06/07/05 07/11/05 06/11/15 5.3400% 0.02045% Actual/360 Actual/360 53 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 Actual/360 54 06/30/05 08/11/05 07/11/15 4.7600% 0.02045% Actual/360 Actual/360 55 06/10/05 07/11/05 06/11/10 5.5600% 0.02045% Actual/360 56 06/15/05 08/11/05 07/11/10 5.0600% 0.02045% Actual/360 Actual/360 57 07/26/05 09/11/05 08/11/15 5.3900% 0.02045% Actual/360 58 06/15/05 08/11/05 07/11/10 5.0600% 0.02045% Actual/360 Actual/360 59 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 59.01 59.02 60 06/29/05 08/11/05 07/11/15 5.2900% 0.04045% Actual/360 Actual/360 61 06/09/05 07/11/05 06/11/15 5.3100% 0.02045% Actual/360 62 06/29/05 08/11/05 05/11/13 5.2400% 0.02045% Actual/360 Actual/360 63 07/18/05 09/11/05 08/11/12 5.5400% 0.02045% Actual/360 Actual/360 64 03/29/05 05/01/05 04/01/15 5.6410% 0.04045% Actual/360 Actual/360 64.01 64.02 65 06/15/05 08/11/05 07/11/11 5.0600% 0.02045% Actual/360 Actual/360 66 07/07/05 08/11/05 07/11/15 5.1100% 0.02045% Actual/360 Actual/360 67 06/01/05 07/11/05 06/11/15 5.8400% 0.02045% Actual/360 68 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 Actual/360 69 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 70 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 Actual/360 71 07/15/05 09/01/05 08/01/15 5.1700% 0.04045% Actual/360 72 04/18/05 06/11/05 05/11/15 5.5300% 0.02045% Actual/360 Actual/360 73 05/20/05 07/11/05 02/11/15 5.3000% 0.02045% Actual/360 Actual/360 74 06/08/05 07/11/05 06/11/10 4.9500% 0.02045% Actual/360 Actual/360 75 06/29/05 08/11/05 07/11/15 5.2900% 0.04045% Actual/360 Actual/360 76 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 77 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 78 06/17/05 08/11/05 07/11/11 5.0600% 0.02045% Actual/360 Actual/360 79 06/01/05 07/11/05 06/11/15 5.3300% 0.11045% Actual/360 Actual/360 80 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 81 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 Actual/360 82 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 83 06/13/05 08/11/05 07/11/15 5.8000% 0.02045% Actual/360 84 06/02/05 07/11/05 06/11/15 5.3300% 0.04045% Actual/360 Actual/360 85 06/07/05 07/11/05 06/11/15 5.3000% 0.02045% Actual/360 86 07/08/05 08/11/05 07/11/12 5.4000% 0.02045% Actual/360 87 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 88 07/20/05 09/01/05 08/01/15 5.2150% 0.06045% Actual/360 89 07/15/05 09/01/05 08/01/15 5.2300% 0.06045% Actual/360 90 06/20/05 08/11/05 07/11/12 5.0600% 0.02045% Actual/360 91 07/11/05 08/11/05 07/11/15 5.1700% 0.02045% Actual/360 92 06/08/05 07/11/05 06/11/15 5.4500% 0.02045% Actual/360 93 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 94 06/13/05 08/11/05 07/11/15 5.7500% 0.02045% Actual/360 95 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 96 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 97 06/22/05 08/01/05 07/01/15 5.4790% 0.06045% Actual/360 Actual/360 98 06/22/05 08/11/05 07/11/15 5.3100% 0.02045% Actual/360 99 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 100 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 101 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 102 06/01/05 07/11/05 06/11/15 5.8600% 0.02045% Actual/360 103 05/03/05 06/11/05 05/11/15 5.7300% 0.11045% Actual/360 104 07/12/05 09/11/05 08/11/15 5.2400% 0.02045% Actual/360 Actual/360 105 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 106 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 107 05/12/05 07/01/05 06/01/15 5.3250% 0.06045% Actual/360 108 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 109 05/26/05 07/11/05 06/11/15 5.6500% 0.02045% Actual/360 Actual/360 110 03/15/05 05/11/05 04/11/15 5.7500% 0.02045% Actual/360 111 06/24/05 08/11/05 07/11/15 4.9000% 0.02045% Actual/360 111.01 111.02 112 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 113 06/30/05 08/01/05 07/01/15 5.0630% 0.06045% Actual/360 114 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 115 07/12/05 09/11/05 08/11/15 5.2400% 0.02045% Actual/360 Actual/360 116 06/23/05 08/11/05 07/11/20 5.0000% 0.02045% Actual/360 117 06/30/05 08/11/05 07/11/15 5.6600% 0.02045% Actual/360 Actual/360 118 06/13/05 08/11/05 07/11/15 5.5300% 0.02045% Actual/360 119 05/13/05 07/11/05 06/11/15 5.5400% 0.02045% Actual/360 120 06/24/05 08/11/05 07/11/15 5.1600% 0.02045% Actual/360 121 06/02/05 07/11/05 06/11/15 5.3300% 0.04045% Actual/360 Actual/360 122 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 123 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 124 06/30/05 08/01/05 07/01/15 5.0030% 0.06045% Actual/360 125 06/02/05 07/11/05 06/11/15 5.3300% 0.04045% Actual/360 Actual/360 126 06/16/05 08/11/05 07/11/15 5.2500% 0.02045% Actual/360 Actual/360 127 04/19/05 06/01/05 05/01/15 5.6520% 0.06045% Actual/360 Actual/360 128 06/30/05 08/11/05 07/11/15 5.8500% 0.02045% Actual/360 129 06/30/05 08/11/05 07/11/15 5.6600% 0.02045% Actual/360 Actual/360 130 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 131 05/27/05 07/01/05 06/01/10 5.4390% 0.06045% Actual/360 Actual/360 132 08/01/05 09/11/05 08/11/15 5.4300% 0.02045% Actual/360 Actual/360 132.01 132.02 133 06/13/05 08/11/05 07/11/12 5.7600% 0.07045% Actual/360 Actual/360 134 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 135 05/26/05 07/01/05 06/01/15 5.6230% 0.06045% Actual/360 135.01 135.02 136 04/26/05 06/01/05 05/01/15 5.8660% 0.06045% Actual/360 Actual/360 137 04/26/05 06/01/05 05/01/15 5.9360% 0.06045% Actual/360 138 06/30/05 08/01/05 07/01/15 4.9830% 0.06045% Actual/360 139 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 140 06/30/05 08/11/05 07/11/15 5.0000% 0.02045% Actual/360 Actual/360 141 07/21/05 09/11/05 08/11/15 5.3100% 0.02045% Actual/360 Actual/360 142 06/30/05 08/11/05 07/11/15 5.3000% 0.02045% Actual/360 143 06/20/05 08/11/05 07/11/15 5.5800% 0.02045% Actual/360 144 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 145 05/16/05 07/07/05 06/07/15 5.4350% 0.06045% Actual/360 Actual/360 146 07/01/02 09/01/02 08/01/12 8.1500% 0.02045% Actual/360 147 07/01/05 08/11/05 07/11/15 5.2200% 0.02045% Actual/360 148 06/13/05 08/11/05 07/11/15 5.5500% 0.08045% Actual/360 149 05/20/05 07/01/05 06/01/15 5.5000% 0.06045% Actual/360 Actual/360 150 05/25/05 07/11/05 06/11/15 5.7900% 0.02045% Actual/360 Actual/360 151 06/14/05 08/11/05 07/11/15 5.5900% 0.02045% Actual/360 Actual/360 152 06/01/05 07/11/05 06/11/15 5.4000% 0.02045% 30/360 30/360 153 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 154 06/30/05 08/11/05 07/11/15 5.3700% 0.02045% Actual/360 155 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 156 04/08/05 05/11/05 04/11/15 4.9100% 0.02045% Actual/360 Actual/360 157 12/31/03 02/01/04 01/01/14 6.0500% 0.06045% Actual/360 158 04/23/05 06/11/05 05/11/15 5.3200% 0.02045% Actual/360 Actual/360 159 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 160 05/12/05 07/11/05 06/11/15 5.6500% 0.02045% Actual/360 161 04/23/05 06/11/05 05/11/15 4.9900% 0.02045% Actual/360 Actual/360 162 08/05/05 09/11/05 08/11/15 5.9700% 0.02045% Actual/360 163 05/16/05 07/01/05 06/01/15 5.5240% 0.06045% Actual/360 164 05/13/05 07/11/05 06/11/15 5.4500% 0.02045% Actual/360 165 06/30/05 08/11/05 07/11/15 5.6600% 0.02045% Actual/360 Actual/360 166 05/26/05 07/11/05 06/11/15 5.6000% 0.02045% Actual/360 167 05/09/05 06/11/05 05/11/15 5.5000% 0.02045% Actual/360 168 04/23/05 06/11/05 05/11/15 4.9600% 0.02045% Actual/360 Actual/360 169 06/28/05 08/11/05 07/11/15 5.8800% 0.02045% Actual/360 170 04/23/05 06/11/05 05/11/15 4.9600% 0.02045% Actual/360 Actual/360 171 06/01/05 07/11/05 06/11/15 5.4000% 0.02045% 30/360 30/360 172 05/12/05 07/11/05 06/11/15 5.3100% 0.02045% Actual/360 Actual/360 173 07/05/05 08/11/05 07/11/15 5.3300% 0.02045% Actual/360 174 04/23/05 06/11/05 05/11/15 4.9000% 0.02045% Actual/360 Actual/360 175 05/26/05 07/11/05 06/11/10 5.2500% 0.02045% Actual/360 Actual/360 176 07/13/05 09/11/05 08/11/15 5.3700% 0.02045% Actual/360 177 04/23/05 06/11/05 05/11/15 5.0300% 0.02045% Actual/360 Actual/360 178 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 179 07/18/05 09/11/05 08/11/15 5.3700% 0.02045% Actual/360 Actual/360 180 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 181 04/23/05 06/11/05 05/11/15 4.9300% 0.02045% Actual/360 Actual/360 182 02/23/05 04/11/05 03/11/15 4.9000% 0.02045% Actual/360 Actual/360 183 06/03/05 07/11/05 06/11/15 5.1700% 0.02045% Actual/360 184 06/13/05 08/11/05 07/11/15 5.3600% 0.02045% Actual/360 185 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 186 05/09/05 07/11/05 06/11/15 5.3600% 0.02045% Actual/360 186.01 186.02 187 06/30/05 08/11/05 07/11/15 5.0800% 0.02045% Actual/360 Actual/360 188 12/28/04 02/11/05 01/11/10 5.0300% 0.02045% Actual/360 Actual/360 189 06/12/05 08/11/05 07/11/15 5.5600% 0.02045% Actual/360 190 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 191 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 192 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 193 06/16/05 08/11/05 07/11/15 5.5200% 0.02045% Actual/360 194 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 195 06/01/05 07/11/05 06/11/17 5.4100% 0.02045% Actual/360 196 04/23/05 06/11/05 05/11/15 4.9000% 0.02045% Actual/360 Actual/360 197 05/16/05 07/11/05 06/11/15 5.8800% 0.02045% Actual/360 198 06/21/05 08/11/05 07/11/15 5.6700% 0.02045% Actual/360 199 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 Actual/360 200 05/27/05 07/11/05 06/11/15 5.2000% 0.02045% Actual/360 201 06/24/05 08/11/05 07/11/15 4.9000% 0.02045% Actual/360 202 05/27/05 07/11/05 06/11/15 5.8300% 0.02045% Actual/360 203 06/09/05 08/11/05 07/11/20 5.3900% 0.02045% Actual/360 204 06/24/05 08/01/05 07/01/15 5.1200% 0.06045% Actual/360 205 05/27/05 07/11/05 06/11/15 5.2000% 0.02045% Actual/360 206 05/27/05 07/11/05 06/11/15 5.2000% 0.02045% Actual/360 207 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 208 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 209 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 Actual/360 </TABLE> <TABLE> ORIGINAL MATURITY TERM TO REMAINING ORIGINAL DATE OR MORTGAGE MATURITY TERM TO REMAINING AMORT REMAINING ARD LOAN OR ARD MATURITY OR IO PERIOD TERM AMORT TERM MONTHLY P&I BALLOON ARD NUMBER (MOS.) ARD (MOS.) (MOS.) (MOS.) (MOS.) PAYMENTS ($) BALANCE ($) LOAN - ------------------------------------------------------------------------------------------------------------------------------------ 1 120 117 360 357 1,192,420.36 172,415,194.60 N 2 120 118 58 360 360 1,099,473.27 180,596,827.85 N 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 3 60 59 59 IO IO IO 182,500,000.00 N 4 120 119 119 IO IO IO 160,000,000.00 Y 5 120 119 11 360 360 826,697.81 121,829,368.30 N 5.01 5.02 6 120 120 120 IO IO IO 140,000,000.00 N 7 84 83 35 360 360 630,057.44 108,265,677.23 N 8 120 120 36 360 360 527,085.86 88,202,013.75 N 8.01 8.02 9 60 59 59 IO IO IO 86,500,000.00 N 10 120 119 119 IO IO IO 85,000,000.00 N 11 60 59 59 IO IO IO 84,500,000.00 N 12 120 119 119 IO IO IO 82,600,000.00 N 13 60 59 59 IO IO IO 67,100,000.00 N 14 120 119 119 IO IO IO 60,000,000.00 N 15 79 76 360 357 334,618.74 53,966,631.93 N 16 120 119 47 360 360 322,318.67 52,275,760.00 N 17 60 59 59 IO IO IO 48,000,000.00 N 18 118 118 36 360 360 237,326.00 38,948,052.26 N 19 120 118 22 Varies Varies Steps 36,500,000.00 Y 20 120 119 59 360 360 217,295.52 36,075,272.25 N 21 60 59 59 IO IO IO 37,400,000.00 N 22 120 119 23 360 360 185,891.67 29,650,327.07 N 23 119 119 119 IO IO IO 33,700,000.00 Y 24 120 119 360 359 181,043.54 27,363,324.12 N 25 60 59 59 IO IO IO 29,134,000.00 N 26 60 58 58 IO IO IO 28,500,000.00 N 27 72 71 71 IO IO IO 27,200,000.00 N 28 120 119 119 IO IO IO 25,200,000.00 Y 29 119 119 119 IO IO IO 24,000,000.00 Y 30 120 119 47 360 360 127,374.41 21,660,528.86 N 31 120 120 360 360 132,144.10 19,784,688.11 N 32 118 118 300 300 146,450.40 17,830,952.76 N 33 120 118 10 360 360 121,896.18 18,976,980.43 N 34 84 83 83 IO IO IO 22,279,000.00 N 35 120 120 24 360 360 120,135.40 18,961,166.48 N 36 120 120 24 360 360 118,543.27 18,709,877.70 N 37 120 119 35 360 360 118,147.65 18,971,873.62 N 38 94 93 23 Varies Varies Steps 18,500,000.00 Y 39 120 119 23 360 360 108,984.66 17,398,717.18 N 40 120 120 264 264 134,495.75 14,116,203.84 N 41 84 83 83 IO IO IO 18,765,000.00 N 42 120 120 48 360 360 96,958.19 16,283,875.56 N 43 120 120 24 360 360 97,783.38 15,433,309.04 N 44 120 120 24 360 360 95,789.07 15,118,543.91 N 45 84 83 83 IO IO IO 17,085,000.00 N 46 72 71 71 IO IO IO 16,800,000.00 N 47 84 83 83 IO IO IO 16,588,000.00 N 48 60 60 60 IO IO IO 16,400,000.00 N 49 120 118 58 360 360 90,818.56 15,106,536.74 N 50 120 119 35 360 360 89,457.00 14,417,111.96 N 51 120 119 35 360 360 88,749.41 14,251,172.49 N 52 120 118 22 360 360 89,246.60 13,962,806.49 N 53 120 120 24 360 360 87,807.68 13,858,829.35 N 54 120 119 59 360 360 80,948.79 14,242,761.30 N 55 60 58 300 298 95,122.07 13,828,377.26 N 56 60 59 59 IO IO IO 15,045,000.00 N 57 120 120 360 360 83,855.56 12,444,841.56 N 58 60 59 59 IO IO IO 14,267,000.00 N 59 84 83 83 IO IO IO 13,778,000.00 N 59.01 59.02 60 120 119 35 360 360 75,991.68 12,202,566.70 N 61 120 118 360 358 75,883.87 11,334,308.90 N 62 94 93 29 Varies Varies Steps 12,000,000.00 Y 63 84 84 42 360 360 76,990.66 12,859,430.87 N 64 120 116 20 280 280 84,881.80 10,573,045.25 N 64.01 64.02 65 72 71 71 IO IO IO 13,011,000.00 N 66 120 119 23 360 360 68,760.90 10,977,244.93 N 67 120 118 300 298 78,050.45 9,472,940.52 N 68 120 120 24 360 360 67,454.11 10,646,392.19 N 69 84 83 83 IO IO IO 12,093,000.00 N 70 60 59 59 IO IO IO 12,000,000.00 N 71 120 120 300 300 71,344.48 9,058,114.96 N 72 120 117 21 360 360 68,360.72 10,520,981.36 N 73 116 114 18 360 360 65,725.86 10,316,845.45 N 74 60 58 22 360 360 61,383.55 10,986,779.47 N 75 120 119 35 360 360 63,788.64 10,243,030.08 N 76 60 60 60 IO IO IO 11,000,000.00 N 77 84 83 83 IO IO IO 10,320,000.00 N 78 72 71 71 IO IO IO 10,200,000.00 N 79 120 118 58 360 360 54,323.99 9,036,118.29 N 80 84 83 83 IO IO IO 9,680,000.00 N 81 84 83 83 IO IO IO 9,586,000.00 N 82 60 60 60 IO IO IO 9,500,000.00 N 83 120 119 300 299 60,052.48 7,307,180.08 N 84 120 118 58 360 360 52,373.90 8,711,744.67 N 85 120 118 360 358 52,059.81 7,782,088.63 N 86 84 83 240 239 61,402.64 6,926,884.66 Y 87 120 119 300 299 54328 6,749,368.34 N 88 120 120 360 360 48,128.31 7,259,057.77 N 89 120 120 360 360 47,383.04 7,137,998.53 N 90 84 83 360 359 45,942.04 7,534,976.06 N 91 120 119 360 359 46,243.39 6,985,694.53 N 92 120 118 360 358 47,431.10 7,005,699.87 N 93 60 60 60 IO IO IO 8,300,000.00 N 94 120 119 300 299 50,328.51 6,142,852.94 N 95 120 119 300 299 46826 5,817,299.77 N 96 120 119 300 299 46329 5,755,565.30 N 97 120 119 35 360 360 42,485.41 6,718,445.30 N 98 120 119 360 359 41,694.44 6,228,065.17 N 99 60 60 60 IO IO IO 7,400,000.00 N 100 120 119 300 299 44350 5,509,733.32 N 101 120 119 300 299 44102 5,478,866.81 N 102 120 118 300 298 43,868.18 5,317,717.07 N 103 120 117 360 357 39,887.75 5,762,939.02 N 104 120 120 36 360 360 37,507.75 6,050,028.51 N 105 60 60 60 IO IO IO 6,700,000.00 N 106 60 60 60 IO IO IO 6,700,000.00 N 107 120 118 360 358 37,309.50 5,577,731.97 N 108 120 119 300 299 40943 5,086,416.54 N 109 120 118 22 360 360 37,866.67 5,767,487.66 N 110 120 116 360 356 38,048.95 5,488,202.12 N 111 120 119 360 359 34,497.24 5,326,559.83 N 111.01 111.02 112 120 116 360 356 35,656.08 5,388,552.79 N 113 120 119 300 299 37,943.19 4,851,289.53 N 114 60 60 60 IO IO IO 6,200,000.00 N 115 120 120 36 360 360 33,095.07 5,338,260.74 N 116 180 179 180 179 46,090.06 N 117 120 119 23 336 336 33,255.86 4,816,150.28 N 118 120 119 360 359 31,901.67 4,682,426.84 N 119 120 118 360 358 31,936.87 4,683,532.01 N 120 120 119 360 359 30,065.34 4,545,439.82 N 121 120 118 58 360 360 30,421.43 5,060,226.54 N 122 60 60 60 IO IO IO 5,400,000.00 N 123 60 60 60 IO IO IO 5,400,000.00 N 124 120 119 300 299 31,577.30 4,052,769.50 N 125 120 118 58 360 360 29,752.83 4,949,012.57 N 126 120 119 35 360 360 29,266.80 4,716,709.08 N 127 120 117 21 360 360 30,455.86 4,646,839.37 N 128 120 119 330 329 31,724.04 4,219,558.60 N 129 120 119 23 336 336 30,583.51 4,429,138.70 N 130 120 116 360 356 27,976.31 4,227,941.22 N 131 60 58 58 IO IO IO 5,075,000.00 Y 132 120 120 24 360 360 28,170.25 4,372,865.54 N 132.01 132.02 133 84 83 23 360 360 29,210.41 4,663,138.46 N 134 60 60 60 IO IO IO 5,000,000.00 N 135 120 118 360 358 28,776.51 4,200,851.38 N 135.01 135.02 136 120 117 9 360 360 28,366.21 4,159,078.01 N 137 120 117 360 357 28,581.22 4,071,734.33 N 138 120 119 300 299 27,079.04 3,479,861.80 N 139 60 59 59 IO IO IO 4,615,000.00 Y 140 120 119 35 360 360 24,156.97 3,983,280.46 N 141 120 120 24 360 360 25,016.66 3,924,107.86 N 142 120 119 360 359 24,433.40 3,652,642.05 N 143 120 119 360 359 25,003.53 3,655,421.59 N 144 120 116 360 356 23,862.14 3,606,186.29 N 145 120 118 22 360 360 24,239.85 3,767,777.41 N 146 120 84 240 204 38,060.98 3,190,884.67 N 147 120 119 360 359 23,114.58 3,477,745.38 N 148 120 119 300 299 25,917.24 3,202,696.85 N 149 120 118 22 360 360 23,563.24 3,641,964.76 N 150 120 118 22 360 360 24,323.83 3,660,607.02 N 151 120 119 35 360 360 23,081.30 3,607,429.06 N 152 120 118 118 IO IO IO 4,000,000.00 N 153 60 60 60 IO IO IO 4,000,000.00 N 154 120 119 360 359 22,386.38 3,327,932.27 N 155 120 116 360 356 21,942.20 3,316,032.96 N 156 120 116 116 IO IO IO 3,981,000.00 Y 157 120 101 300 281 25,247.09 3,034,740.59 N 158 120 117 117 IO IO IO 3,794,000.00 Y 159 60 60 60 IO IO IO 3,750,000.00 N 160 120 118 360 358 21,473.17 3,121,734.63 N 161 120 117 117 IO IO IO 3,692,000.00 Y 162 120 120 264 264 24,526.90 2,554,963.12 N 163 120 118 360 358 20,352.32 2,994,562.97 Y 164 120 118 360 358 20,186.45 2,981,592.53 N 165 120 119 23 336 336 21,081.84 3,053,095.24 N 166 120 118 360 358 20,092.76 2,932,622.68 N 167 120 117 360 357 18,964.15 2,790,197.01 N 168 120 117 117 IO IO IO 3,322,000.00 Y 169 120 119 330 329 20,194.29 2,680,365.13 N 170 120 117 117 IO IO IO 3,211,000.00 Y 171 120 118 118 IO IO IO 3,210,000.00 N 172 120 118 10 360 360 17,789.63 2,725,610.74 N 173 120 119 360 359 16,157.90 2,409,709.93 N 174 120 117 117 IO IO IO 2,834,000.00 Y 175 60 58 58 IO IO IO 2,800,000.00 N 176 120 120 360 360 15,670.47 2,329,342.56 N 177 120 117 117 IO IO IO 2,773,000.00 Y 178 60 59 59 IO IO IO 2,763,000.00 Y 179 120 120 24 360 360 15,110.81 2,357,915.02 N 180 60 59 59 IO IO IO 2,691,000.00 Y 181 120 117 117 IO IO IO 2,680,000.00 Y 182 120 115 115 IO IO IO 2,665,000.00 Y 183 120 118 360 358 14,447.64 2,182,370.79 N 184 120 119 360 359 14,534.95 2,162,474.46 N 185 60 59 59 IO IO IO 2,521,000.00 Y 186 120 118 324 322 14,615.81 1,977,438.69 N 186.01 186.02 187 120 119 59 360 360 13,407.61 2,285,397.73 N 188 60 53 17 360 360 12,927.76 2,294,428.52 N 189 120 119 360 359 13,488.80 1,975,138.30 N 190 60 59 59 IO IO IO 2,303,000.00 Y 191 60 60 60 IO IO IO 2,250,000.00 N 192 120 116 360 356 12,068.21 1,823,818.27 N 193 120 119 360 359 12,234.46 1,797,160.34 N 194 60 59 59 IO IO IO 2,137,000.00 Y 195 144 142 240 238 14,339.10 1,138,333.47 N 196 120 117 117 IO IO IO 2,055,000.00 Y 197 120 118 360 358 12,133.08 1,732,292.70 N 198 120 119 360 359 11,812.98 1,714,774.76 N 199 60 60 60 IO IO IO 2,000,000.00 N 200 120 118 240 238 11,407.92 1,079,993.83 N 201 120 119 360 359 7,960.90 1,229,206.24 N 202 120 118 300 298 9,509.25 1,154,841.48 N 203 180 179 180 179 12,232.26 N 204 120 119 360 359 7,781.76 1,183,027.13 N 205 120 118 240 238 8,723.70 825,878.19 N 206 120 118 240 238 6,710.54 635,290.68 N 207 60 59 59 IO IO IO 709,000.00 Y 208 60 59 59 IO IO IO 595,000.00 Y 209 60 59 59 IO IO IO 493,000.00 Y </TABLE> <TABLE> MORTGAGE APPRAISED MORTGAGE LOAN VALUE LOAN NUMBER PREPAYMENT PROVISIONS ($)(1) NUMBER - ------------------------------------------------------------------------------------------------------------------------- 1 GRTR1%orYM(27),D(89),O(4) 730,000,000 1 2 L(26),D(93),O(1) 487,000,000 2 2.01 101,000,000 2.01 2.02 74,500,000 2.02 2.03 68,500,000 2.03 2.04 62,700,000 2.04 2.05 45,000,000 2.05 2.06 26,500,000 2.06 2.07 25,600,000 2.07 2.08 16,900,000 2.08 2.09 17,200,000 2.09 2.10 15,100,000 2.10 2.11 15,000,000 2.11 2.12 8,000,000 2.12 2.13 6,700,000 2.13 2.14 4,300,000 2.14 3 GRTR1%orYM(56),O(4) 494,000,000 3 4 L(25),D(91),O(4) 290,000,000 4 5 L(25),D(91),O(4) 176,500,000 5 5.01 138,000,000 5.01 5.02 38,500,000 5.02 6 L(24),D(93),O(3) 175,000,000 6 7 L(25),D(56),O(3) 151,900,000 7 8 L(24),D(93),O(3) 125,200,000 8 8.01 95,000,000 8.01 8.02 30,200,000 8.02 9 GRTR1%orYM(56),O(4) 114,000,000 9 10 L(23),GRTR1%orYM(36),LSSR5%orYM(12),LSSR4%orYM(12),LSSR3%orYM(12), 123,500,000 10 LSSR2%orYM(12),LSSR1%orYM(7),O(6) 11 GRTR1%orYM(56),O(4) 121,000,000 11 12 L(25),D(91),O(4) 130,300,000 12 13 GRTR1%orYM(56),O(4) 97,000,000 13 14 L(25),D(88),O(7) 226,000,000 14 15 L(27),D(48),O(4) 250,000,000 15 16 L(25),D(91),O(4) 82,000,000 16 17 GRTR1%orYM(56),O(4) 65,000,000 17 18 L(24),D(91),O(3) 54,700,000 18 19 L(26),D(91),O(3) 55,500,000 19 20 GRTR1%orYM+ 3%(11),GRTR1%orYM(105),O(4) 54,500,000 20 21 GRTR1%orYM(56),O(4) 51,500,000 21 22 L(25),D(92),O(3) 42,700,000 22 23 L(24),D(92),O(3) 48,900,000 23 24 L(25),D(91),O(4) 43,000,000 24 25 L(36),GRTR1%orYM or D(20),O(4) 45,100,000 25 26 GRTR1%orYM(50),O(10) 35,800,000 26 27 L(36),YM1% or D(32),O(4) 34,000,000 27 28 L(24),GRTR1%orYM(93),O(3) 36,600,000 28 29 L(24),D(92),O(3) 34,600,000 29 30 L(48),D(69),O(3) 32,000,000 30 31 L(49),GRTR2%orYM(60),YM(8),O(3) 35,100,000 31 32 L(24),D(91),O(3) 42,900,000 32 33 L(36),D(81),O(3) 28,000,000 33 34 L(36),GRTR1%orYM or D(44),O(4) 36,000,000 34 35 L(24),D(92),O(4) 30,100,000 35 36 L(24),D(92),O(4) 29,700,000 36 37 L(25),D(92),O(3) 32,800,000 37 38 L(25),D(66),O(3) 28,300,000 38 39 L(48),D(69),O(3) 26,100,000 39 40 L(24),D(93),O(3) 30,000,000 40 41 L(36),GRTR1%orYM or D(44),O(4) 24,600,000 41 42 L(48),D(69),O(3) 24,700,000 42 43 L(24),D(92),O(4) 24,500,000 43 44 L(24),D(92),O(4) 24,000,000 44 45 L(36),GRTR 1%orYM or D(44),O(4) 30,000,000 45 46 L(36),GRTR 1%orYM or D(32),O(4) 21,000,000 46 47 L(36),GRTR 1%orYM or D(44),O(4) 21,000,000 47 48 L(24),D(33),O(3) 21,000,000 48 49 L(26),D(87),O(7) 23,100,000 49 50 L(36),GRTR1%orYM(81),O(3) 20,800,000 50 51 L(36),GRTR1%orYM(81),O(3) 21,400,000 51 52 L(26),D(91),O(3) 20,000,000 52 53 L(24),D(92),O(4) 22,000,000 53 54 L(25),D(91),O(4) 20,000,000 54 55 L(26),D(31),O(3) 21,000,000 55 56 L(36),GRTR1%orYM or D(20),O(4) 20,500,000 56 57 L(24),D(93),O(3) 19,000,000 57 58 L(36),GRTR1%orYM or D(20),O(4) 17,900,000 58 59 L(36),GRTR1%orYM or D(44),O(4) 17,550,000 59 59.01 10,650,000 59.01 59.02 6,900,000 59.02 60 L(25),D(92),O(3) 18,500,000 60 61 L(48),D(67),O(5) 17,100,000 61 62 L(25),D(66),O(3) 17,100,000 62 63 GRTR1%orYM+ 3%(11),GRTR1% or YM(69),O(4) 20,000,000 63 64 L(28),D(85),O(7) 16,500,000 64 64.01 8,500,000 64.01 64.02 8,000,000 64.02 65 L(36),GRTR1%orYM or D(32),O(4) 16,350,000 65 66 L(48),D(69),O(3) 15,850,000 66 67 L(26),D(91),O(3) 16,400,000 67 68 L(24),D(92),O(4) 16,900,000 68 69 L(36),GRTR1%orYM or D(44),O(4) 16,240,000 69 70 GRTR1%orYM(56),O(4) 17,000,000 70 71 L(24),D(92),O(4) 17,000,000 71 72 L(36),GRTR1%orYM(81),O(3) 17,400,000 72 73 L(26),D(87),O(3) 17,000,000 73 74 L(24),GRTR1%orYM(33),O(3) 18,600,000 74 75 L(25),D(92),O(3) 16,900,000 75 76 L(24),D(33),O(3) 14,100,000 76 77 L(36),GRTR1%orYM or D(44),O(4) 12,900,000 77 78 L(36),GRTR1%orYM or D(32),O(4) 13,200,000 78 79 L(48),GRTR1%orYM(68),O(4) 13,400,000 79 80 L(36),GRTR1%orYM or D(44),O(4) 12,100,000 80 81 L(36),GRTR1%orYM or D(44),O(4) 13,300,000 81 82 L(24),D(33),O(3) 12,200,000 82 83 L(25),D(92),O(3) 14,700,000 83 84 L(26),D(87),O(7) 15,000,000 84 85 L(26),D(91),O(3) 12,500,000 85 86 L(25),D(34),O(25) 16,800,000 86 87 L(25),D(88),O(7) 64,220,000 87 88 L(24),D(92),O(4) 12,250,000 88 89 L(24),D(92),O(4) 11,360,000 89 90 L(25),D(34),1.0%(13),0.25%(9),O(3) 11,300,000 90 91 L(49),GRTR2%orYM(60),YM(8),O(3) 12,100,000 91 92 L(26),D(91),O(3) 10,500,000 92 93 L(24),D(33),O(3) 10,600,000 93 94 L(25),D(92),O(3) 11,550,000 94 95 L(25),D(88),O(7) 54,150,000 95 96 L(25),D(88),O(7) 52,609,000 96 97 L(25),D(91),O(4) 10,500,000 97 98 L(36),D(81),O(3) 12,300,000 98 99 L(24),D(33),O(3) 9,500,000 99 100 L(25),D(88),O(7) 51,940,000 100 101 L(25),D(88),O(7) 52,535,000 101 102 L(26),D(91),O(3) 9,200,000 102 103 L(27),D(90),O(3) 9,100,000 103 104 L(36),D(81),O(3) 8,500,000 104 105 L(24),D(33),O(3) 8,575,000 105 106 L(24),D(33),O(3) 8,550,000 106 107 L(26),D(90),O(4) 8,800,000 107 108 L(25),D(88),O(7) 48,475,000 108 109 L(26),D(91),O(3) 8,525,000 109 110 L(28),D(89),O(3) 8,150,000 110 111 L(25),D(92),O(3) 19,500,000 111 111.01 13,300,000 111.01 111.02 6,200,000 111.02 112 L(28),D(88),O(4) 10,700,000 112 113 L(25),D(91),O(4) 8,800,000 113 114 L(24),D(33),O(3) 8,000,000 114 115 L(36),D(81),O(3) 10,400,000 115 116 L(36),D(141),O(3) 10,000,000 116 117 L(25),D(92),O(3) 7,000,000 117 118 L(48),D(69),O(3) 8,700,000 118 119 L(26),D(91),O(3) 7,400,000 119 120 L(25),D(92),O(3) 6,900,000 120 121 L(26),D(87),O(7) 8,000,000 121 122 L(24),D(33),O(3) 6,900,000 122 123 L(24),D(33),O(3) 6,900,000 123 124 L(25),D(91),O(4) 7,400,000 124 125 L(26),D(87),O(7) 8,000,000 125 126 L(36),GRTR1%orYM(81),O(3) 7,300,000 126 127 L(27),D(89),O(4) 8,100,000 127 128 L(25),D(92),O(3) 7,200,000 128 129 L(25),D(92),O(3) 6,500,000 129 130 L(28),D(88),O(4) 10,200,000 130 131 L(26),D(30),O(4) 6,350,000 131 132 L(24),D(93),O(3) 8,800,000 132 132.01 6,750,000 132.01 132.02 2,050,000 132.02 133 L(36),D(45),O(3) 11,150,000 133 134 L(24),D(33),O(3) 6,400,000 134 135 L(26),D(90),O(4) 6,610,000 135 135.01 4,360,000 135.01 135.02 2,250,000 135.02 136 L(27),D(89),O(4) 6,000,000 136 137 L(27),D(89),O(4) 6,150,000 137 138 L(25),D(91),O(4) 5,800,000 138 139 L(48),D(8),O(4) 7,100,000 139 140 L(25),D(92),O(3) 7,450,000 140 141 L(24),D(93),O(3) 6,300,000 141 142 L(36),D(81),O(3) 5,875,000 142 143 L(25),D(92),O(3) 5,900,000 143 144 L(28),D(88),O(4) 6,700,000 144 145 L(26),D(90),O(4) 5,500,000 145 146 L(60),D(57),O(3) 7,900,000 146 147 L(36),D(77),O(7) 6,450,000 147 148 L(36),D(81),O(3) 6,000,000 148 149 L(26),D(90),O(4) 7,900,000 149 150 L(36),GRTR1%orYM(81),O(3) 5,400,000 150 151 L(25),D(92),O(3) 5,200,000 151 152 L(26),D(91),O(3) 5,570,000 152 153 L(24),D(33),O(3) 5,100,000 153 154 L(25),D(92),O(3) 5,000,000 154 155 L(28),D(88),O(4) 7,300,000 155 156 L(48),D(68),O(4) 6,130,000 156 157 L(43),D(73),O(4) 5,950,000 157 158 L(48),D(68),O(4) 5,850,000 158 159 L(24),D(33),O(3) 5,400,000 159 160 L(60),GRTR1%orYM(57),O(3) 5,500,000 160 161 L(48),D(68),O(4) 5,680,000 161 162 L(36),GRTR1%orYM(81),O(3) 5,200,000 162 163 L(26),D(90),O(4) 4,500,000 163 164 L(36),D(81),O(3) 4,670,000 164 165 L(25),D(92),O(3) 5,300,000 165 166 L(60),GRTR1%orYM(57),O(3) 4,850,000 166 167 L(27),D(86),O(7) 4,200,000 167 168 L(48),D(68),O(4) 5,100,000 168 169 L(25),D(92),O(3) 4,500,000 169 170 L(48),D(68),O(4) 4,950,000 170 171 L(26),D(91),O(3) 4,750,000 171 172 L(36),D(81),O(3) 4,780,000 172 173 L(36),D(81),O(3) 3,650,000 173 174 L(48),D(68),O(4) 4,380,000 174 175 L(26),D(31),O(3) 3,500,000 175 176 L(36),D(81),O(3) 3,550,000 176 177 L(48),D(68),O(4) 4,275,000 177 178 L(48),D(8),O(4) 4,350,000 178 179 L(24),GRTR1%orYM(87),O(9) 3,675,000 179 180 L(48),D(8),O(4) 4,150,000 180 181 L(48),D(68),O(4) 4,140,000 181 182 L(48),D(68),O(4) 4,120,000 182 183 L(48),D(65),O(7) 4,000,000 183 184 L(36),GRTR1%orYM(81),O(3) 3,390,000 184 185 L(48),D(8),O(4) 3,875,000 185 186 L(36),D(81),O(3) 3,230,000 186 186.01 1,930,000 186.01 186.02 1,300,000 186.02 187 L(25),D(92),O(3) 3,100,000 187 188 L(48),D(6),O(6) 3,000,000 188 189 L(36),D(81),O(3) 3,160,000 189 190 L(48),D(8),O(4) 3,550,000 190 191 L(24),D(33),O(3) 3,450,000 191 192 L(28),D(88),O(4) 5,000,000 192 193 L(36),GRTR1%orYM(81),O(3) 2,900,000 193 194 L(48),D(8),O(4) 3,300,000 194 195 L(36),D(105),O(3) 3,500,000 195 196 L(48),D(68),O(4) 3,175,000 196 197 L(36),D(81),O(3) 2,975,000 197 198 L(25),D(92),O(3) 4,100,000 198 199 L(24),D(33),O(3) 2,500,000 199 200 L(26),D(91),O(3) 4,750,000 200 201 L(25),D(92),O(3) 2,900,000 201 202 L(36),D(81),O(3) 1,980,000 202 203 L(36),D(141),O(3) 3,200,000 203 204 L(25),D(91),O(4) 1,800,000 204 205 L(26),D(91),O(3) 2,800,000 205 206 L(26),D(91),O(3) 2,000,000 206 207 L(48),D(8),O(4) 1,120,000 207 208 L(48),D(8),O(4) 950,000 208 209 L(48),D(8),O(4) 800,000 209 </TABLE> <TABLE> LTV MORTGAGE CUT-OFF RATIO AT CUT-OFF DATE LOAN APPRAISAL DATE LTV MATURITY YEAR YEAR NUMBER UNIT OF LOAN AMOUNT NUMBER DATE DSCR (X) RATIO OR ARD BUILT RENOVATED OF UNITS MEASURE PER (UNIT) ($) - ------------------------------------------------------------------------------------------------------------------------------------ 1 04/01/05 2.28 56.00% 47.24% 1961, 1979 & 1992 2004 4,070,908 Sq. Ft. 100.43 2 Various 1.27 79.88% 74.17% Various Various 2,990,570 Sq. Ft. 130.08 2.01 04/23/05 1990 1,048,631 Sq. Ft. 2.02 05/04/05 1989 326,306 Sq. Ft. 2.03 05/09/05 1993 351,075 Sq. Ft. 2.04 05/09/05 1931 1998 146,365 Sq. Ft. 2.05 05/06/05 1999 182,554 Sq. Ft. 2.06 05/05/05 1988 131,891 Sq. Ft. 2.07 05/02/05 1962 1997 97,256 Sq. Ft. 2.08 05/09/05 1911 1997 88,717 Sq. Ft. 2.09 05/09/05 1994 2005 118,040 Sq. Ft. 2.10 05/01/05 1972 1996 138,020 Sq. Ft. 2.11 05/01/05 1982 130,600 Sq. Ft. 2.12 05/09/05 1998 103,000 Sq. Ft. 2.13 05/09/05 1974 1994 74,285 Sq. Ft. 2.14 05/09/05 1994 53,830 Sq. Ft. 3 05/27/05 1.48 73.89% 73.89% 1980 2002 1,069,303 Sq. Ft. 341.34 4 01/31/05 3.43 55.17% 55.17% 1930 1,051,158 Sq. Ft. 152.21 5 Various 1.38 80.00% 69.03% Various Various 1,181,592 Sq. Ft. 119.50 5.01 07/01/05 1975 762,398 Sq. Ft. 5.02 06/30/05 1969 2004 419,194 Sq. Ft. 6 06/01/05 1.56 80.00% 80.00% 1982 2005 720,349 Sq. Ft. 194.35 7 05/10/05 1.71 75.71% 71.27% 1985 1,191,462 Sq. Ft. 96.52 8 06/16/05 1.22 79.87% 70.45% Various Various 460,492 Sq. Ft. 217.16 8.01 06/16/05 1998 299,413 Sq. Ft. 8.02 06/16/05 1980 2003 161,079 Sq. Ft. 9 05/31/05 1.54 75.88% 75.88% 1970 2003 280,431 Sq. Ft. 308.45 10 05/17/05 1.72 68.83% 68.83% 2003 264,199 Sq. Ft. 321.73 11 05/27/05 1.46 69.83% 69.83% 1965 2002 331,304 Sq. Ft. 255.05 12 05/17/05 2.74 63.39% 63.39% 1973 1999 1,004 Rooms 82,270.92 13 06/01/05 1.83 69.18% 69.18% 1964 359,175 Sq. Ft. 186.82 14 06/06/05 2.47 53.10% 53.10% 1988 498,103 Sq. Ft. 240.91 15 03/31/05 1.70 59.81% 53.97% 1990 411,097 Sq. Ft. 363.75 16 05/12/05 1.67 70.00% 63.75% 1981 2004 504 Rooms 113,888.89 17 06/01/05 1.60 73.85% 73.85% 1967 243,225 Sq. Ft. 197.35 18 07/01/05 1.21 80.00% 71.20% 2003 273,997 Sq. Ft. 159.71 19 04/01/06 1.54 75.14% 65.77% 1998 167,285 Sq. Ft. 249.28 20 05/16/05 1.51 71.40% 66.19% 2003 188 Rooms 206,984.04 21 05/27/05 1.75 72.62% 72.62% 1964 1997 145,692 Sq. Ft. 256.71 22 05/27/05 1.30 80.00% 69.44% 1983 261,925 Sq. Ft. 130.42 23 04/01/05 1.53 68.92% 68.92% 1989 300,000 Sq. Ft. 112.33 24 06/01/06 1.32 76.67% 63.64% 1980, 1995 1990, 2004 191,663 Sq. Ft. 172.00 25 03/03/05 1.61 64.60% 64.60% 1987 247,312 Sq. Ft. 117.80 26 04/26/05 1.46 79.61% 79.61% 1991 2005 303 Units 94,059.41 27 03/03/05 1.66 80.00% 80.00% 1990 81,027 Sq. Ft. 335.69 28 05/06/05 1.67 68.85% 68.85% 2000 392 Units 64,285.71 29 04/01/05 1.55 69.36% 69.36% 2001 213,361 Sq. Ft. 112.49 30 05/02/05 1.48 75.00% 67.69% 1968 1995 510 Units 47,058.82 31 06/10/05 1.20 67.95% 56.37% 1920 2004 221 Units 107,918.55 32 05/01/05 2.20 53.52% 41.56% 2001 148 Rooms 155,145.93 33 03/24/05 1.30 80.00% 67.77% 1971 243,093 Sq. Ft. 92.15 34 03/05/05 1.57 61.89% 61.89% 1990 133,944 Sq. Ft. 166.33 35 01/01/05 1.51 72.20% 62.99% 2003 176,100 Sq. Ft. 123.40 36 01/01/05 1.48 72.20% 63.00% 1950s/1989-1991/1996 243,350 Sq. Ft. 88.12 37 05/14/05 1.28 64.94% 57.84% 1971 2004 183 Units 116,393.44 38 06/03/05 1.42 73.94% 65.37% 1999 159,000 Sq. Ft. 131.60 39 05/23/05 1.24 76.82% 66.66% 1988 304 Units 65,953.95 40 05/25/05 1.71 66.67% 47.05% 1933 95,870 Sq. Ft. 208.62 41 04/04/05 1.55 76.28% 76.28% 1961 111,177 Sq. Ft. 168.78 42 06/10/05 1.20 72.87% 65.93% 1987 380 Units 47,368.42 43 01/01/05 1.47 72.20% 62.99% 2003 111,623 Sq. Ft. 158.46 44 01/01/05 1.48 72.20% 62.99% 2003 128,200 Sq. Ft. 135.16 45 02/28/05 1.60 56.95% 56.95% 1955 126,658 Sq. Ft. 134.89 46 03/16/05 1.61 80.00% 80.00% 1974 1998 111,005 Sq. Ft. 151.34 47 03/03/05 1.55 78.99% 78.99% 1990 125,147 Sq. Ft. 132.55 48 05/12/05 1.82 78.10% 78.10% 1921 1999 73,863 Sq. Ft. 222.03 49 05/04/05 1.23 70.56% 65.40% 1987 2003 88,664 Sq. Ft. 183.84 50 05/25/05 1.26 77.88% 69.31% 1960 2000 88,223 Sq. Ft. 183.63 51 05/12/05 1.29 74.77% 66.59% 1998 235,120 Sq. Ft. 68.05 52 05/06/05 1.34 80.00% 69.81% 1988 2004 68,976 Sq. Ft. 231.96 53 01/01/05 1.46 72.20% 62.99% 2001 103,050 Sq. Ft. 154.13 54 06/18/05 1.26 77.50% 71.21% 2002 348 Units 44,540.23 55 05/16/05 1.41 73.12% 65.85% 2002 140 Rooms 109,676.62 56 03/10/05 1.58 73.39% 73.39% 1986 80,555 Sq. Ft. 186.77 57 05/06/05 1.31 78.68% 65.50% 1981 2004 282,562 Sq. Ft. 52.91 58 03/16/05 1.61 79.70% 79.70% 1974 1999 103,382 Sq. Ft. 138.00 59 03/06/05 1.58 78.51% 78.51% Various 180,244 Sq. Ft. 76.44 59.01 03/06/05 1958 133,824 Sq. Ft. 59.02 03/06/05 1952 46,420 Sq. Ft. 60 05/19/05 1.20 74.05% 65.96% 1988 128 Units 107,031.25 61 07/31/05 1.22 79.65% 66.28% 2005 61,351 Sq. Ft. 222.02 62 06/06/05 1.20 79.39% 70.18% 1997 101,120 Sq. Ft. 134.25 63 06/01/05 1.51 67.50% 64.30% 2004 130 Rooms 103,846.15 64 Various 1.23 80.00% 64.08% Various 302,639 Sq. Ft. 43.62 64.01 01/14/05 1990 2003-2004 147,483 Sq. Ft. 64.02 01/19/05 1987 155,156 Sq. Ft. 65 03/01/05 1.60 79.58% 79.58% 1962 2002 125,585 Sq. Ft. 103.60 66 05/23/05 1.24 79.81% 69.26% 1993 180 Units 70,277.78 67 03/31/05 1.40 74.79% 57.76% 2002 125 Rooms 98,124.18 68 01/01/05 1.37 72.20% 63.00% 2002 95,537 Sq. Ft. 127.72 69 03/04/05 1.66 74.46% 74.46% 1996 88,917 Sq. Ft. 136.00 70 05/27/05 1.94 70.59% 70.59% 1969 1998 82,326 Sq. Ft. 145.76 71 06/03/05 1.25 70.59% 53.28% 2002-2003 669 Spaces 17,937.22 72 08/26/05 1.63 68.97% 60.47% 2000 660 Units 18,181.82 73 04/05/05 1.20 69.62% 60.69% 2004 162 Units 73,061.73 74 03/11/05 1.48 56.45% 53.69% 1973 1990 314,942 Sq. Ft. 36.51 75 05/14/05 1.24 68.05% 60.61% 1968 2004 117 Units 98,290.60 76 05/13/05 1.62 78.01% 78.01% 2000 85,955 Sq. Ft. 127.97 77 03/03/05 1.58 80.00% 80.00% 1990 73,529 Sq. Ft. 140.35 78 04/01/05 1.71 77.27% 77.27% 1964 2000 102,138 Sq. Ft. 99.86 79 05/11/05 1.25 72.76% 67.43% 2001 129,150 Sq. Ft. 75.49 80 02/25/05 1.71 80.00% 80.00% 2001 52,961 Sq. Ft. 182.78 81 03/02/05 1.60 72.08% 72.08% 1984 95,826 Sq. Ft. 100.04 82 05/13/05 1.63 77.87% 77.87% 1980 120,920 Sq. Ft. 78.56 83 05/02/05 1.41 64.54% 49.71% 2002 135 Rooms 70,277.00 84 05/04/05 1.41 62.67% 58.08% 1987 2003 69,708 Sq. Ft. 134.85 85 05/13/05 1.45 74.84% 62.26% 1991 51,128 Sq. Ft. 182.97 86 06/06/05 1.48 53.46% 41.23% 1993 134,650 Sq. Ft. 66.69 87 Various 1.42 73.99% 56.63% Various 581,065 Sq. Ft. 70.00 88 05/25/05 1.23 71.43% 59.26% 1978 157 Units 55,732.48 89 06/04/05 1.22 75.70% 62.83% 2004-2005 112,665 Sq. Ft. 76.33 90 04/26/05 1.32 75.14% 66.68% 1985 2001 80,427 Sq. Ft. 105.58 91 06/02/05 1.21 69.76% 57.73% 1928 2001 59 Units 143,074.16 92 05/05/05 1.27 79.83% 66.72% 2003 45,689 Sq. Ft. 183.47 93 05/13/05 1.80 78.30% 78.30% 1999 73,337 Sq. Ft. 113.18 94 05/05/05 1.88 69.17% 53.18% 2003 101 Rooms 79,101.81 95 Various 1.42 73.99% 56.63% Various Various 630,635 Sq. Ft. 70.00 96 Various 1.42 73.99% 56.63% Various Various 593,962 Sq. Ft. 70.00 97 05/25/05 1.41 71.43% 63.99% 1987 2002-2005 56,140 Sq. Ft. 133.59 98 04/01/05 1.78 60.92% 50.63% 1990 220 Units 34,057.27 99 05/13/05 1.85 77.89% 77.89% 1999 67,175 Sq. Ft. 110.16 100 Various 1.42 73.99% 56.63% Various Various 508,366 Sq. Ft. 70.00 101 Various 1.42 73.99% 56.63% Various 544,006 Sq. Ft. 70.00 102 03/31/05 1.40 74.79% 57.80% 1998 105 Rooms 65,530.72 103 04/10/05 1.33 75.06% 63.33% 1890 1985 48,583 Sq. Ft. 140.60 104 04/22/05 1.29 80.00% 71.18% 2005 40,600 Sq. Ft. 167.49 105 05/13/05 1.70 78.13% 78.13% 1999 61,093 Sq. Ft. 109.67 106 05/13/05 1.68 78.36% 78.36% 1999 76,505 Sq. Ft. 87.58 107 03/14/05 1.51 75.98% 63.38% 1988/1990 2004-2005 144 Units 46,429.17 108 Various 1.42 73.99% 56.63% Various 558,315 Sq. Ft. 70.00 109 03/25/05 1.21 76.95% 67.65% 1998 186 Units 35,268.82 110 01/04/05 1.25 79.69% 67.34% 2000 68,324 Sq. Ft. 95.06 111 04/29/05 3.26 33.30% 27.32% Various Various Various Various Various 111.01 04/29/05 1936 2003 53,943 Sq. Ft. 111.02 04/29/05 1934 1987 44 Units 112 02/15/05 1.95 60.48% 50.36% 1978 53,377 Sq. Ft. 121.24 113 04/05/05 1.43 73.18% 55.13% 1972-76 2004 256,166 Sq. Ft. 25.14 114 05/25/05 1.69 77.50% 77.50% 1987 67,530 Sq. Ft. 91.81 115 04/22/05 1.42 57.69% 51.33% 1979 2004 57,800 Sq. Ft. 103.81 116 04/29/05 1.42 57.79% 1998 351 Units 16,464.05 117 06/23/05 1.45 80.00% 68.80% 2000 60 Beds 93,333.33 118 05/04/05 1.28 64.31% 53.82% 2004 31,956 Sq. Ft. 175.08 119 09/01/05 1.22 75.52% 63.29% 1975 188 Units 29,726.95 120 04/28/05 1.22 79.63% 65.88% 2003 84 Units 65,409.20 121 05/04/05 1.21 68.25% 63.25% 1987 2003 30,216 Sq. Ft. 180.70 122 05/16/05 1.75 78.26% 78.26% 1998 69,675 Sq. Ft. 77.50 123 05/20/05 1.76 78.26% 78.26% 2002 61,875 Sq. Ft. 87.27 124 04/05/05 1.43 72.86% 54.77% 1973 162,000 Sq. Ft. 33.28 125 05/04/05 1.34 66.75% 61.86% 1987 2003 27,192 Sq. Ft. 196.38 126 05/25/05 1.22 72.60% 64.61% 1998 32,268 Sq. Ft. 164.25 127 02/01/05 1.36 65.12% 57.37% 2001 & 2003 136,365 Sq. Ft. 38.68 128 06/06/05 1.58 72.15% 58.60% 1992 90 Beds 57,716.34 129 06/21/05 1.42 79.23% 68.14% 1999 59 Beds 87,288.14 130 02/15/05 2.12 49.78% 41.45% 1988 64,448 Sq. Ft. 78.79 131 03/08/05 1.50 79.92% 79.92% 2003 25,500 Sq. Ft. 199.02 132 Various 1.62 56.82% 49.69% Various Various 47,704 Sq. Ft. 104.81 132.01 04/21/05 1966 2000 24,219 Sq. Ft. 132.02 07/05/05 1920 1989 23,485 Sq. Ft. 133 04/01/05 1.43 44.84% 41.82% 1972 2004 222 Units 22,522.52 134 05/13/05 1.55 78.13% 78.13% 1990 69,056 Sq. Ft. 72.41 135 03/17/05 1.32 75.49% 63.55% Various 61,112 Sq. Ft. 81.65 135.01 03/17/05 1974, 1985 35,154 Sq. Ft. 135.02 03/17/05 1985 25,958 Sq. Ft. 136 04/05/05 1.32 80.00% 69.32% 1920, 1955 2004 28,716 Sq. Ft. 167.15 137 03/22/05 1.26 77.84% 66.21% 1980 1999 34,185 Sq. Ft. 140.03 138 04/05/05 1.41 79.88% 60.00% 1800s 2003/2004 92,000 Sq. Ft. 50.36 139 04/21/05 1.75 65.00% 65.00% 1993 82,750 Sq. Ft. 55.77 140 06/08/05 1.36 60.40% 53.47% 1987 152 Units 29,605.26 141 06/05/05 1.27 71.43% 62.29% 1947 2000 24,283 Sq. Ft. 185.31 142 10/01/05 1.40 74.82% 62.17% 2005 38,684 Sq. Ft. 113.63 143 04/18/05 1.24 73.91% 61.96% 2004 14,550 Sq. Ft. 299.72 144 02/15/05 1.54 64.64% 53.82% 1987 46,784 Sq. Ft. 92.57 145 12/13/04 1.51 78.18% 68.51% 1981 2002 74,896 Sq. Ft. 57.41 146 03/26/05 1.26 53.33% 40.39% 1970 1990 127 Rooms 33,175.31 147 04/01/05 1.58 65.05% 53.92% 1985 144 Units 29,137.25 148 05/02/05 1.73 69.90% 53.38% 2000 72 Rooms 58,252.16 149 11/19/04 1.43 52.53% 46.10% 1960-1961 2000/2004 80 Units 51,875.00 150 04/20/05 1.41 76.85% 67.79% 1986 53,589 Sq. Ft. 77.44 151 04/25/05 1.31 77.40% 69.37% 1978 46,541 Sq. Ft. 86.48 152 04/14/05 1.61 71.81% 71.81% 2002 14,490 Sq. Ft. 276.05 153 05/17/05 1.72 78.43% 78.43% 1994 83,150 Sq. Ft. 48.11 154 04/25/05 1.44 79.92% 66.56% 2002 28,700 Sq. Ft. 139.24 155 02/15/05 2.17 54.55% 45.43% 1978 22,837 Sq. Ft. 174.39 156 12/21/04 2.04 64.94% 64.94% 2004 14,560 Sq. Ft. 273.42 157 03/16/05 1.41 63.77% 51.00% 1978 52,977 Sq. Ft. 71.62 158 03/07/05 1.89 64.85% 64.85% 2004 14,820 Sq. Ft. 256.01 159 05/20/05 1.21 69.44% 69.44% 1900 2000 69,789 Sq. Ft. 53.73 160 03/22/05 1.42 67.50% 56.76% 1997 25,695 Sq. Ft. 144.49 161 03/07/05 2.00 65.00% 65.00% 2004 14,490 Sq. Ft. 254.80 162 05/19/05 1.47 69.23% 49.13% 1968 2004 72 Rooms 50,000.00 163 02/12/05 1.32 79.28% 66.55% 2004 13,013 Sq. Ft. 274.17 164 03/29/05 1.34 76.39% 63.85% 2004 48 Units 74,325.47 165 06/22/05 1.29 66.98% 57.61% 1998 59 Beds 60,169.49 166 04/01/05 1.44 72.02% 60.47% 2005 28,092 Sq. Ft. 124.34 167 04/04/05 1.38 79.29% 66.43% 1999 41,400 Sq. Ft. 80.43 168 03/08/05 2.02 65.14% 65.14% 2004 14,560 Sq. Ft. 228.16 169 06/01/05 1.73 73.26% 59.56% 2004 70 Beds 47,093.07 170 03/07/05 2.02 64.87% 64.87% 2004 14,560 Sq. Ft. 220.54 171 04/14/05 1.73 67.58% 67.58% 2003 14,560 Sq. Ft. 220.47 172 07/14/05 1.32 66.95% 57.02% 2004 16,412 Sq. Ft. 194.98 173 05/12/05 1.42 79.37% 66.02% 2003 12,864 Sq. Ft. 225.21 174 03/08/05 2.05 64.70% 64.70% 2004 14,820 Sq. Ft. 191.23 175 04/17/05 1.68 80.00% 80.00% 1888 2004 11,881 Sq. Ft. 235.67 176 05/03/05 1.53 78.87% 65.62% 2001 27,000 Sq. Ft. 103.70 177 03/08/05 1.99 64.87% 64.87% 2003 14,560 Sq. Ft. 190.45 178 03/31/05 2.18 63.52% 63.52% 1998 13,100 Sq. Ft. 210.92 179 05/31/05 1.36 73.47% 64.16% 2003 18,070 Sq. Ft. 149.42 180 04/13/05 2.03 64.84% 64.84% 1999 11,361 Sq. Ft. 236.86 181 03/07/05 2.03 64.73% 64.73% 2003 14,560 Sq. Ft. 184.07 182 01/04/05 2.05 64.68% 64.68% 2003 14,259 Sq. Ft. 186.90 183 04/01/05 1.61 65.86% 54.56% 1985 96 Units 27,439.77 184 05/11/05 1.22 76.62% 63.79% 2004 44 Units 59,033.31 185 04/02/05 2.01 65.06% 65.06% 2000 10,908 Sq. Ft. 231.11 186 04/06/05 1.27 77.20% 61.22% Various Various 30,333 Sq. Ft. 82.20 186.01 04/06/05 2004 11,000 Sq. Ft. 186.02 04/06/05 1971 2004 19,333 Sq. Ft. 187 06/02/05 1.22 79.84% 73.72% 1970 2004 66 Units 37,500.00 188 11/11/04 1.25 80.00% 76.48% 1966 2004 60 Units 40,000.00 189 05/16/05 1.30 74.61% 62.50% 1999 13,418 Sq. Ft. 175.72 190 04/06/05 2.03 64.87% 64.87% 1999 11,200 Sq. Ft. 205.63 191 05/11/05 1.60 65.22% 65.22% 1998 67,915 Sq. Ft. 33.13 192 02/15/05 2.21 43.81% 36.48% 1987 37,682 Sq. Ft. 58.13 193 04/14/05 1.38 74.07% 61.97% 1985 25,252 Sq. Ft. 85.06 194 04/01/05 2.01 64.76% 64.76% 2000 10,908 Sq. Ft. 195.91 195 04/20/05 1.33 59.73% 32.52% 1996 10,125 Sq. Ft. 206.47 196 01/25/05 2.06 64.72% 64.72% 2004 14,259 Sq. Ft. 144.12 197 03/29/05 1.34 68.78% 58.23% 1996 14,113 Sq. Ft. 144.98 198 04/28/05 1.64 49.76% 41.82% 1985 31,070 Sq. Ft. 65.66 199 05/17/05 1.32 80.00% 80.00% 1995 53,150 Sq. Ft. 37.63 200 04/27/05 2.70 35.62% 22.74% 1993 61,375 Sq. Ft. 27.57 201 04/29/05 1.92 51.67% 42.39% 1937 1988 36 Units 41,621.34 202 04/20/05 1.34 75.54% 58.33% 1992 12,544 Sq. Ft. 119.24 203 05/05/05 1.30 46.71% 1985 15,213 Sq. Ft. 98.25 204 05/16/05 1.35 79.36% 65.72% 1998 32 Units 44,641.34 205 04/19/05 1.57 46.21% 29.50% 1984 67,275 Sq. Ft. 19.23 206 04/27/05 1.53 49.77% 31.76% 1986 44,000 Sq. Ft. 22.62 207 03/22/05 2.05 63.30% 63.30% 2001 5,010 Sq. Ft. 141.52 208 03/21/05 2.05 62.63% 62.63% 2003 6,000 Sq. Ft. 99.17 209 03/21/05 2.06 61.63% 61.63% 2003 5,400 Sq. Ft. 91.30 </TABLE> <TABLE> MOST MOST MORTGAGE OCCUPANCY RECENT RECENT MOST MOST LOAN OCCUPANCY "AS OF" REVENUES EXPENSES RECENT RECENT NUMBER RATE DATE MOST RECENT PERIOD ($) ($) NOI ($) NCF ($) - ------------------------------------------------------------------------------------------------------------------------------------ 1 95.92% 04/01/05 T 12 Through 02-28-05 122,955,529 62,770,749 60,184,780 59,405,780 2 98.57% 05/13/05 Statement 2004 53,003,045 18,543,837 34,459,208 34,459,208 2.01 100.00% 05/13/05 Statement 2004 11,470,203 3,089,915 8,380,288 8,380,288 2.02 90.48% 05/13/05 Statement 2004 7,990,958 2,671,238 5,319,720 5,319,720 2.03 100.00% 05/13/05 Statement 2004 4,557,237 1,373,927 3,183,310 3,183,310 2.04 100.00% 05/13/05 Statement 2004 5,031,120 2,020,610 3,010,510 3,010,510 2.05 100.00% 05/13/05 Statement 2004 4,783,958 1,459,919 3,324,039 3,324,039 2.06 100.00% 05/13/05 Statement 2004 3,256,563 1,014,979 2,241,584 2,241,584 2.07 100.00% 05/13/05 Statement 2004 2,515,350 678,849 1,836,501 1,836,501 2.08 100.00% 05/13/05 Statement 2004 2,099,759 884,539 1,215,220 1,215,220 2.09 100.00% 05/13/05 Statement 2004 1,700,599 634,274 1,066,325 1,066,325 2.10 99.58% 05/13/05 Statement 2004 2,154,020 1,128,850 1,025,170 1,025,170 2.11 100.00% 05/13/05 Statement 2004 3,663,032 1,603,455 2,059,577 2,059,577 2.12 100.00% 05/13/05 Statement 2004 1,900,362 1,071,412 828,950 828,950 2.13 85.03% 05/13/05 Statement 2004 1,100,731 580,307 520,424 520,424 2.14 100.00% 05/13/05 Statement 2004 779,153 331,563 447,590 447,590 3 100.00% 06/13/05 2004 39,554,851 13,609,439 25,945,412 25,731,499 4 78.76% 05/31/05 May 2004 - April 2005 46,929,856 22,052,782 24,877,074 24,666,842 5 89.56% Various T12 Ending 5/05 22,823,878 7,119,098 15,704,780 15,437,206 5.01 88.28% 06/01/05 T12 Ending 5/05 17,755,977 5,480,391 12,275,586 12,100,234 5.02 91.88% 05/24/05 T12 Ending 5/05 5,067,901 1,638,707 3,429,194 3,336,971 6 93.20% 06/15/05 T-6 05/2005 17,604,264 3,968,528 13,635,736 13,477,260 7 87.80% 06/01/05 Trailing 12 22,702,439 9,381,151 13,321,288 13,071,081 8 95.19% 07/01/05 2004 11,734,874 4,007,474 7,727,400 7,658,326 8.01 100.00% 07/01/05 2004 9,474,150 2,715,406 6,758,744 6,713,832 8.02 86.24% 07/01/05 2004 2,260,724 1,292,068 968,656 944,494 9 100.00% 06/13/05 2004 7,901,239 2,846,210 5,055,029 4,998,943 10 100.00% 05/25/05 11 78.04% 05/15/05 2004 9,405,117 4,137,675 5,267,442 5,201,181 12 79.40% 04/30/05 TTM Ending April 2005 49,607,714 36,567,963 13,039,751 11,055,442 13 99.32% 05/15/05 2004 8,778,916 3,905,019 4,873,897 4,802,062 14 99.25% 06/15/05 Apr 05 TTM 22,135,385 8,481,048 13,654,337 13,654,337 15 100.00% 04/15/05 2004 19,954,538 4,897,846 15,056,692 15,056,692 16 72.96% 04/30/05 TTM Ending April 2005 33,256,354 26,187,436 7,068,918 5,738,664 17 100.00% 06/13/05 2004 6,460,040 2,861,598 3,598,442 3,549,797 18 97.09% 05/20/05 19 100.00% 05/06/05 20 75.48% 05/31/05 TTM ended 04/05 8,283,675 4,616,297 3,667,378 3,662,813 21 100.00% 06/13/05 2004 4,646,524 1,655,794 2,990,730 2,961,592 22 94.97% 04/30/05 2004 3,995,661 992,143 3,003,518 2,964,229 23 100.00% 04/20/05 24 81.00% 05/25/05 Full Year ending 12-31-04 3,775,245 1,261,294 2,513,951 2,513,951 25 95.18% 05/13/05 2004 3,934,226 905,863 3,028,363 2,934,385 26 96.70% 06/14/05 Trailing 3 Months 2,902,588 1,242,768 1,659,820 1,599,220 27 100.00% 05/13/05 2004 3,059,446 538,064 2,521,382 2,495,453 28 94.64% 06/14/05 2004 3,226,941 1,167,986 2,058,955 1,980,555 29 100.00% 04/20/05 30 87.84% 06/16/05 2004 3,996,358 1,781,221 2,215,137 2,087,637 31 95.00% 05/12/05 32 78.68% 06/30/05 T12 Ending 2/05 15,600,368 12,284,341 3,316,027 3,316,027 33 100.00% 04/15/05 Trailing 12 (4/04 - 3/05) 2,810,100 811,325 1,998,775 1,998,775 34 100.00% 03/31/05 2004 2,615,634 600,516 2,015,118 1,948,146 35 100.00% 08/01/05 36 100.00% 08/01/05 37 97.81% 06/15/05 2004 2,400,371 840,560 1,559,811 1,514,061 38 100.00% 06/07/05 39 96.71% 07/05/05 2004 2,467,761 913,755 1,554,006 1,478,006 40 100.00% 01/24/04 2004 3,000,000 1,877,362 1,122,638 1,108,258 41 93.72% 03/31/05 2004 2,045,727 471,961 1,573,766 1,557,089 42 90.26% 06/22/05 T-12 05/2005 2,580,326 1,174,047 1,406,279 1,317,359 43 100.00% 08/01/05 44 100.00% 08/01/05 45 92.57% 03/31/05 2004 2,181,367 511,843 1,669,524 1,607,462 46 97.48% 03/31/05 2004 2,261,693 772,788 1,488,905 1,464,484 47 100.00% 03/31/05 2004 2,176,214 620,923 1,555,291 1,513,992 48 90.62% 04/30/05 2004 2,076,497 543,720 1,532,777 1,532,777 49 88.53% 05/27/05 2004 1,870,526 417,397 1,453,129 1,416,777 50 100.00% 05/13/05 Trailing 12 (5/04 -4/05) 2,187,283 330,142 1,857,141 1,819,452 51 100.00% 04/30/05 Statement 2004 2,238,096 656,929 1,581,167 1,211,932 52 100.00% 05/13/05 2005 Annul. 2,052,624 518,068 1,534,556 1,526,279 53 100.00% 08/01/05 54 90.52% 06/24/05 T-6 2,571,938 1,294,724 1,277,214 1,207,614 55 75.05% 02/28/05 T-12 Ending 2/05 4,929,644 3,051,339 1,878,305 1,681,119 56 100.00% 03/31/05 2004 1,956,334 609,453 1,346,881 1,313,048 57 100.00% 05/05/05 2004 2,157,655 614,688 1,542,967 1,487,244 58 97.72% 03/31/05 2004 1,943,409 635,609 1,307,800 1,271,616 59 94.95% 03/31/05 2004 1,829,175 557,862 1,271,313 1,220,874 59.01 94.10% 03/31/05 2004 1,110,910 349,321 761,589 734,824 59.02 97.41% 03/31/05 2004 718,265 208,541 509,724 486,050 60 96.88% 05/16/05 2004 1,598,676 612,000 986,676 954,676 61 100.00% 05/23/05 62 100.00% 06/21/05 63 74.18% 06/30/05 TTM 04/30/05 4,886,679 3,008,457 1,878,222 1,705,718 64 97.70% 03/31/05 Full Year ending 12-31-04 1,828,318 362,911 1,465,407 1,465,407 64.01 97.56% 03/31/05 Full Year ending 12-31-04 959,902 179,040 780,862 780,862 64.02 97.81% 03/31/05 Full Year ending 12-31-04 868,416 183,871 684,545 684,545 65 88.14% 03/31/05 2004 1,750,268 353,553 1,396,715 1,381,645 66 94.44% 07/05/05 2004 1,676,076 625,016 1,051,060 1,006,060 67 80.74% 04/30/05 T-12 May 2005 3,199,249 1,668,375 1,530,874 1,402,904 68 100.00% 08/01/05 69 100.00% 03/31/05 2004 1,473,477 326,072 1,147,405 1,134,067 70 100.00% 06/13/05 2004 1,741,671 646,938 1,094,733 1,078,268 71 99.10% 05/01/05 T-12 through 05-31-05 1,708,655 588,854 1,119,801 1,119,801 72 80.91% 04/19/05 Trailing 12 (12/03-12/04) 2,480,298 1,176,282 1,304,016 1,263,174 73 91.98% 06/27/05 74 100.00% 05/31/05 Statement 2004 1,818,746 501,004 1,317,742 1,317,742 75 93.16% 06/15/05 2004 1,407,624 717,034 690,590 661,340 76 89.80% 04/30/05 2004 849,428 266,070 583,358 583,358 77 100.00% 03/31/05 2004 1,278,039 291,766 986,273 960,538 78 98.88% 03/31/05 2004 1,562,029 520,279 1,041,750 994,681 79 77.34% 05/31/05 Annualized 2005 1,445,636 544,027 901,609 887,965 80 100.00% 03/31/05 2004 1,181,819 213,858 967,961 960,017 81 100.00% 03/31/05 2004 1,790,423 770,354 1,020,069 982,697 82 90.63% 04/30/05 2004 1,614,009 764,526 849,483 849,483 83 71.44% 04/30/05 T-12 Ending 2/05 3,383,556 2,227,130 1,156,426 1,021,084 84 100.00% 05/27/05 2004 1,348,394 301,704 1,046,690 1,014,624 85 100.00% 07/08/05 2004 1,257,111 315,116 941,995 928,190 86 100.00% 07/07/05 2004 1,150,940 50,966 1,099,974 1,075,737 87 82.20% 03/31/05 Full Year ending 03-31-05 48116492 13636115 34480377 34480377 88 99.40% 05/31/05 Full Year ending 12-31-04 1,049,998 409,877 640,121 640,121 89 88.28% 07/15/05 T-12 through 04-30-05 571,504 208,642 362,862 362,862 90 94.78% 06/01/05 2004 978,139 354,759 623,380 611,316 91 95.00% 05/12/05 92 85.12% 04/26/05 2004 877,305 243,259 634,046 628,576 93 82.06% 04/30/05 2004 1,084,930 256,016 828,914 828,914 94 77.79% 12/31/04 Trailing 12 (4/04-3/05) 2,840,548 993,542 1,847,006 1,847,006 95 82.20% 03/31/05 Full Year ending 03-31-05 48116492 13636115 34480377 34480377 96 82.20% 03/31/05 Full Year ending 03-31-05 48116492 13636115 34480377 34480377 97 92.66% 06/14/05 Full Year ending 12-31-04 935,622 337,725 597,897 597,897 98 95.45% 04/22/05 Trailing 12 (05-01-04 - 04-30-05) 1,694,360 715,084 979,276 841,306 99 84.29% 04/30/05 2004 960,349 252,484 707,865 707,865 100 82.20% 03/31/05 Full Year ending 03-31-05 48116492 13636115 34480377 34480377 101 82.20% 03/31/05 Full Year ending 03-31-05 48116492 13636115 34480377 34480377 102 60.67% 04/30/05 T-12 1,791,499 936,464 855,035 783,375 103 89.88% 03/23/05 Statement 2004 819,699 297,814 521,885 521,885 104 83.42% 06/30/05 105 87.41% 04/30/05 2004 971,150 379,249 591,901 591,901 106 78.35% 04/30/05 2004 565,256 238,641 326,615 326,615 107 93.75% 04/30/05 Full Year ending 12-31-04 1,106,669 389,469 717,200 681,200 108 82.20% 03/31/05 Full Year ending 03-31-05 48116492 13636115 34480377 34480377 109 83.33% 04/06/05 T3 Ending 5/2005 1,027,032 575,610 451,422 404,922 110 97.95% 04/01/05 2004 781,319 241,649 539,670 532,978 111 98.23% Various 2004 2,261,807 927,835 1,333,972 1,322,972 111.01 100.00% 03/15/05 2004 1,595,744 624,512 971,232 971,232 111.02 95.45% 04/29/05 2004 666,063 303,323 362,740 351,740 112 100.00% 03/14/05 Full Year ending 12-31-04 1,273,198 378,376 894,822 845,665 113 100.00% 06/23/05 Full Year ending 12-31-04 1,000,839 158,252 842,587 842,587 114 72.09% 04/30/05 2004 808,883 208,536 600,347 600,347 115 79.59% 06/01/05 116 93.45% 04/30/05 Statement 2004 1,505,372 656,966 848,406 848,406 117 93.33% 05/31/05 TTM - 2/05 2,015,487 1,401,735 613,752 598,752 118 91.24% 05/11/05 119 78.19% 04/12/05 Statement 2004 865,632 335,487 530,145 530,145 120 91.67% 06/23/05 T-3 May 05 641,260 289,783 351,477 332,577 121 91.05% 05/27/05 2004 637,798 152,307 485,491 471,894 122 80.47% 04/30/05 2004 781,804 231,207 550,597 550,597 123 77.62% 04/30/05 2004 586,627 269,507 317,120 317,120 124 100.00% 06/23/05 Full Year ending 12-31-04 905,700 105,151 800,549 800,549 125 100.00% 05/27/05 2004 629,782 146,563 483,219 470,436 126 99.47% 05/13/05 Trailing 12 679,040 237,134 441,906 392,728 127 96.48% 05/31/05 T-12 through 01-31-05 579,466 207,174 372,292 341,864 128 96.67% 06/24/05 T6M - March 05 3,003,406 2,326,922 676,484 653,984 129 96.61% 04/30/05 T-12 Ending 4/05 2,240,484 1,652,166 588,318 574,318 130 91.60% 03/14/05 Full Year ending 12-31-04 1,255,844 536,948 718,896 697,625 131 100.00% 03/17/05 Full Year ending 12-31-04 571,263 64,264 506,999 506,999 132 96.18% Various Trailing 12 (4/04-3/05) 868,667 261,219 607,448 607,448 132.01 100.00% 06/21/05 Trailing 12 (4/04-3/05) 645,527 228,571 416,956 416,956 132.02 92.25% 06/30/05 Trailing 12 (4/04-3/05) 223,140 32,648 190,492 190,492 133 79.73% 04/01/05 Statement 2004 1,550,653 1,156,016 394,637 394,637 134 67.82% 04/30/05 2004 791,116 252,108 539,008 539,008 135 98.40% 05/23/05 986,935 414,282 572,653 572,653 135.01 93.18% 05/23/05 Full Year ending 12-31-04 598,718 250,894 347,824 347,824 135.02 88.44% 05/23/05 Full Year ending 12-31-04 388,217 163,388 224,829 224,829 136 100.00% 04/15/05 Full Year ending 12-31-04 273,851 68,760 205,091 195,091 137 91.76% 03/01/05 Full Year ending 12-30-04 748,132 235,099 513,033 510,776 138 100.00% 06/23/05 Full Year ending 12-31-04 643,999 46,573 597,426 597,426 139 100.00% 05/10/05 140 96.05% 06/30/05 2004 866,618 465,230 401,388 363,388 141 100.00% 06/29/05 2004 518,863 81,123 437,740 435,311 142 93.27% 05/26/05 143 100.00% 05/19/05 144 96.58% 03/11/05 Full Year ending 12-31-04 781,628 204,352 577,276 540,778 145 95.13% 04/15/05 T-12 through 10-31-04 520,357 235,803 284,554 284,554 146 54.46% 12/31/04 Trailing 12 (4/04-3/05) 2,049,842 1,617,884 431,958 431,958 147 95.14% 03/02/05 2004 1,022,636 509,083 513,553 477,553 148 65.49% 12/31/04 Trailing 12 (5/04 - 4/05) 1,675,128 886,209 788,919 788,919 149 100.00% 02/01/05 7 Months Annualized through 01-31-05 813,195 163,505 649,690 649,690 150 89.23% 04/14/05 Statement 2004 670,781 240,893 429,888 429,888 151 87.07% 06/01/05 YTD 4/31/05 Annualized 642,616 220,020 422,596 410,961 152 100.00% 10/01/01 153 86.67% 04/30/05 2004 592,362 184,315 408,047 408,047 154 100.00% 06/27/05 Statement 2004 667,332 242,636 424,696 407,736 155 100.00% 01/11/05 Full Year ending 12-01-04 861,746 241,233 620,513 527,547 156 100.00% 03/10/05 157 100.00% 03/09/05 Full Year ending 12-31-04 659,213 216,692 442,521 439,084 158 100.00% 09/22/04 159 59.76% 04/30/05 2004 721,168 456,008 265,160 265,160 160 93.34% 04/06/05 Statement 2004 476,218 177,891 298,327 263,560 161 100.00% 10/14/04 162 80.27% 12/31/04 Trailing 12 (5/04 - 4/05) 1,456,327 646,420 809,907 809,907 163 100.00% 05/16/05 164 85.42% 05/16/05 165 96.61% 06/09/05 TTM - 4/05 1,923,475 1,539,904 383,571 371,571 166 100.00% 04/14/05 167 91.30% 01/01/05 2004 373,916 45,491 328,425 323,457 168 100.00% 02/10/04 169 98.57% 05/31/05 April '04 Annualized 1,632,492 1,142,292 490,200 472,700 170 100.00% 06/07/04 171 100.00% 03/10/03 172 82.60% 04/28/05 173 100.00% 06/01/05 174 100.00% 11/30/04 175 100.00% 05/13/05 176 100.00% 05/11/05 Statement 2004 466,704 108,974 357,730 357,730 177 100.00% 04/20/05 178 100.00% 04/04/05 179 100.00% 04/30/05 2004 280,869 128,123 152,746 150,939 180 100.00% 06/15/05 181 100.00% 01/20/04 182 100.00% 01/26/05 183 97.92% 03/02/05 2004 629,187 321,458 307,729 283,729 184 100.00% 05/11/05 Annualized 2005 (1/05 - 4/05) 437,705 87,740 349,964 349,964 185 100.00% 06/01/05 186 89.31% 04/14/05 186.01 100.00% 04/14/05 186.02 83.22% 04/14/05 Statement 2004 226,116 117,392 108,724 108,724 187 98.48% 06/20/05 May 05 Annualized 398,842 185,597 213,245 193,480 188 96.67% 04/07/05 T-6 3/2005 365,618 200,433 165,185 150,185 189 100.00% 06/01/05 Statement 2004 352,151 134,873 217,278 217,278 190 100.00% 06/15/05 191 75.89% 04/30/05 2004 426,208 248,796 177,412 177,412 192 100.00% 03/09/05 Full Year ending 12-31-04 579,627 193,915 385,712 331,615 193 91.02% 06/22/05 Statement 2004 238,373 149,658 88,715 54,013 194 100.00% 06/01/05 195 100.00% 04/13/05 Statement 2004 327,150 62,667 264,483 264,483 196 100.00% 02/10/05 197 100.00% 03/01/05 Statement 2004 407,540 170,204 237,336 234,186 198 93.34% 06/28/05 2004 566,569 209,415 357,154 352,886 199 78.49% 04/30/05 2004 310,633 147,661 162,972 162,972 200 93.28% 07/11/05 2004 578,931 200,879 378,052 378,052 201 94.44% 06/15/05 2004 348,612 184,078 164,534 155,534 202 100.00% 05/31/05 203 100.00% 04/20/05 Statement 2004 327,488 95,679 231,809 231,809 204 100.00% 06/21/05 3 Months Annualized through 03-05-05 233,040 87,980 145,060 145,060 205 81.89% 07/11/05 2004 337,975 166,938 171,037 171,037 206 96.15% 07/11/05 2004 269,866 136,161 133,705 133,705 207 100.00% 02/13/02 208 100.00% 03/19/04 209 100.00% 05/18/04 </TABLE> <TABLE> MORTGAGE UW UW UW NET UW NET LOAN REVENUES EXPENSES OPERATING CASH NUMBER ($) ($) INCOME ($) FLOW ($) LARGEST TENANT NAME - ------------------------------------------------------------------------------------------------------------------------------------ 1 125,501,967 58,744,329 66,757,637 65,208,833 225 Unlimited, Inc. 2 55,131,828 18,666,860 36,464,968 33,488,800 Various 2.01 11,327,795 2,877,767 8,450,028 8,022,669 United States of America (Federal Supply Service) 2.02 8,050,447 2,712,695 5,337,752 4,906,170 United States of America (Army Corps of Engineers) 2.03 6,750,145 1,813,355 4,936,790 4,547,117 United States of America (Joint Forces Command) 2.04 4,997,308 1,908,446 3,088,863 2,793,282 United States of America (Federal Election Commission) 2.05 4,886,063 1,577,843 3,308,220 2,987,353 United States of America (Environmental Protection Agency) 2.06 3,412,237 1,099,874 2,312,362 2,144,405 United States of America (Dept of Veterans Affairs) 2.07 2,272,120 636,651 1,635,469 1,475,339 United States of America (Army Corps of Engineers) 2.08 2,123,518 832,295 1,291,224 1,193,763 United States of America (INS) 2.09 1,862,435 608,547 1,253,888 1,163,951 United States of America (Army Corps of Engineers) 2.10 2,144,409 1,105,133 1,039,276 887,879 United States of America (Drug Enforcement Agency) 2.11 3,605,661 1,592,344 2,013,317 1,844,123 United States of America (GSA) 2.12 1,830,500 986,385 844,114 740,467 United States of America (Tricare Management Activities) 2.13 1,097,308 576,415 520,893 424,695 United States of America (Dept. of the Interior) 2.14 771,882 339,110 432,772 357,587 United States of America (FBI) 3 40,281,840 11,787,188 28,494,651 26,936,258 General Services Administration 4 51,425,262 23,276,557 28,148,705 27,472,329 MCI Worldcom 5 22,565,560 7,781,027 14,784,533 13,631,377 Various 5.01 17,561,320 5,967,282 11,594,038 10,749,186 JC Penney 5.02 5,004,240 1,813,745 3,190,495 2,882,190 Sears 6 16,917,997 5,469,740 11,448,257 11,239,265 La Strada 7 23,811,631 10,108,396 13,703,235 12,904,008 BP America 8 12,747,947 4,346,318 8,401,628 7,743,165 Various 8.01 9,269,862 2,929,524 6,340,338 5,944,316 Bearing Point, Inc. 8.02 3,478,085 1,416,795 2,061,290 1,798,849 DDL Omni Engineering 9 9,535,512 2,401,333 7,134,179 6,635,634 General Services Administration (Secretary of State) 10 9,373,283 2,198,021 7,175,261 7,027,198 Bed, Bath & Beyond 11 10,102,259 3,920,564 6,181,695 6,115,434 Freedom Forum (f/k/a Gannett Foundation) 12 51,627,650 37,570,914 14,056,737 11,991,631 13 10,174,929 3,511,783 6,663,146 6,116,876 General Services Administration 14 22,908,428 8,629,716 14,278,713 14,155,652 Nordstrom 15 17,076,249 17,076,249 17,076,249 Building Service Local 32B-32J 16 34,485,791 26,637,278 7,848,513 6,469,082 17 6,744,374 2,625,194 4,119,180 3,815,352 General Services Administration 18 4,540,700 931,288 3,609,412 3,447,424 Dick's Sporting Goods 19 5,449,287 1,592,204 3,857,083 3,840,354 ITT Industries 20 8,782,016 4,497,490 4,284,527 3,933,245 21 4,859,465 1,396,613 3,462,853 3,248,684 Boeing 22 4,099,868 975,521 3,124,347 2,907,028 Randalls Food and Drugs 23 3,114,048 31,140 3,082,908 2,921,691 TRSCO 24 4,637,953 1,500,337 3,137,616 2,872,613 Clear Freight Inc 25 3,541,654 910,910 2,630,745 2,371,646 Weis 26 3,348,032 1,131,971 2,216,061 2,155,461 27 3,000,345 567,993 2,432,351 2,280,184 Trader Joe's 28 3,468,397 1,185,198 2,283,199 2,204,799 29 2,205,939 22,059 2,183,880 2,093,036 American Express 30 4,020,480 1,628,019 2,392,461 2,264,961 31 2,971,697 1,022,414 1,949,283 1,905,083 32 17,289,643 12,739,513 4,550,130 3,858,544 33 2,723,808 674,487 2,049,320 1,900,752 Burlington Coat Factory 34 2,769,479 756,921 2,012,558 1,800,642 Bel Air 35 2,714,093 415,203 2,298,890 2,177,427 Preferred Freezer Services of Medley, LLC 36 2,749,548 509,469 2,240,079 2,103,254 Preferred Freezer Services, LLC 37 2,660,746 803,908 1,856,838 1,811,088 38 3,363,034 1,343,432 2,019,602 1,839,177 Capital One Services, Inc. 39 2,645,544 944,164 1,701,380 1,625,380 40 2,940,000 58,800 2,881,200 2,755,758 J.C. Studios, LLC 41 2,134,066 542,648 1,591,418 1,501,167 Ukrop's 42 2,614,053 1,133,456 1,480,597 1,391,677 43 2,105,198 301,691 1,803,507 1,720,173 Preferred Freezer Services of Raynham, LLC 44 2,111,338 344,369 1,766,969 1,699,437 Preferred Freezer Services of Chicago, LLC 45 2,225,034 656,076 1,568,958 1,414,372 Safeway 46 2,228,468 762,579 1,465,889 1,365,678 Randalls Food and Drugs 47 2,141,785 670,186 1,471,598 1,327,042 Shoppers 48 2,225,872 644,671 1,581,201 1,566,148 49 1,972,997 531,375 1,441,623 1,343,689 Marshall's 50 1,803,003 364,664 1,438,339 1,347,821 CKE Restaurants, Inc. 51 2,411,223 871,805 1,539,417 1,374,557 Kiosk Information Systems, Inc 52 2,052,669 531,677 1,520,992 1,434,971 Party City 53 2,005,473 391,589 1,613,884 1,537,023 Preferred Freezer Services of Vernon, LLC 54 2,579,774 1,289,590 1,290,184 1,220,584 55 4,914,992 3,105,480 1,809,512 1,612,913 56 1,976,119 646,745 1,329,374 1,203,636 Marshalls 57 2,126,585 701,898 1,424,688 1,318,133 MFP 58 1,900,238 638,857 1,261,381 1,161,421 Randalls Food and Drugs 59 1,897,998 589,803 1,308,194 1,120,966 Various 59.01 1,164,552 356,288 808,264 688,443 Valley Farm Market 59.02 733,446 233,515 499,930 432,523 Bathmarket/Ahart 60 1,722,101 594,288 1,127,813 1,095,813 61 1,582,756 437,396 1,145,361 1,111,016 LA Fitness 62 1,291,100 25,822 1,265,278 1,144,333 Rapp Collins Worldwide Limited Partnership 63 4,875,705 3,285,177 1,590,528 1,395,500 64 1,781,431 357,252 1,396,692 1,251,908 Various 64.01 914,357 174,888 739,469 649,718 Belk 64.02 867,074 182,364 684,710 602,190 Rose's 65 1,593,997 458,369 1,135,628 1,052,998 Dominick's Fine Foods 66 1,708,512 641,468 1,067,044 1,022,044 67 3,144,655 1,711,048 1,433,607 1,307,820 68 1,431,119 267,110 1,164,009 1,106,035 Preferred Freezer Services of Boston, LLC 69 1,454,084 365,141 1,088,942 1,035,955 Shoppers Food Warehouse 70 1,777,657 531,204 1,246,453 1,158,446 Inova Health Care Services 71 1,721,080 620,222 1,100,858 1,067,408 72 2,667,993 1,265,833 1,402,160 1,336,160 73 1,561,842 573,980 987,862 947,362 74 2,008,952 748,490 1,260,462 1,093,339 Kmart 75 1,566,352 586,090 980,262 951,012 76 1,550,914 603,326 947,588 934,692 77 1,234,506 303,216 931,290 840,104 Super Fresh 78 1,459,552 500,255 959,297 881,598 Albertsons 79 1,509,851 598,969 910,882 779,149 Pulte Mortgage LLC 80 1,181,354 273,154 908,200 852,283 Trader Joe's 81 1,693,444 796,625 896,819 790,629 Dominick's Fine Foods 82 1,689,972 855,639 834,333 816,197 83 3,385,321 2,235,102 1,150,220 1,014,807 84 1,318,868 326,406 992,463 889,160 Ross Stores, Inc. 85 1,268,880 318,874 950,006 906,710 Blood Systems, Inc. 86 1,150,934 34,528 1,116,406 1,092,169 Walmart 87 40,803,931 15,303,697 25,500,234 25,156,527 88 1,174,116 424,915 749,201 709,951 89 1,163,140 362,459 800,681 693,247 Avalon Flooring 90 1,175,269 375,787 799,482 726,455 National Environmental Coverage 91 970,853 285,915 684,938 673,138 92 925,395 188,441 736,954 723,523 Decatur Memorial Health Foundation 93 1,106,179 309,903 796,276 785,274 94 2,561,210 1,295,435 1,265,775 1,137,715 95 40,803,931 15,303,697 25,500,234 25,156,527 96 40,803,931 15,303,697 25,500,234 25,156,527 97 1,100,801 341,209 759,592 716,792 Chalkboard Learning Center 98 1,684,217 735,639 948,578 891,135 99 1,011,943 280,597 731,346 721,269 100 40,803,931 15,303,697 25,500,234 25,156,527 101 40,803,931 15,303,697 25,500,234 25,156,527 102 1,775,596 970,158 805,439 734,415 103 1,000,201 307,215 692,986 634,302 Murray Dahl Kuechenmeister Law Firm 104 1,115,362 501,823 613,539 580,446 Corinithian College 105 1,038,499 431,581 606,918 597,742 106 1,085,000 480,222 604,778 593,303 107 1,115,346 402,868 712,478 677,774 108 40,803,931 15,303,697 25,500,234 25,156,527 109 1,109,868 514,664 595,204 548,704 110 842,356 242,050 600,306 571,655 Bi-Lo 111 2,342,649 944,064 1,398,585 1,347,808 Various 111.01 1,634,188 643,523 990,666 939,888 Keyes / Lobby 111.02 708,461 300,541 407,920 407,920 112 1,257,214 351,535 905,679 836,426 Springfield Emergency Veterina 113 934,306 207,052 727,254 653,123 Wellington Truck Service 114 810,832 249,542 561,290 551,164 115 1,325,498 711,120 614,378 562,197 Renal Care 116 1,521,344 697,763 823,581 787,347 117 2,002,448 1,409,519 592,929 577,929 118 636,854 126,990 509,864 488,284 Villa Bella 119 934,080 465,027 469,053 417,353 120 747,363 287,184 460,179 441,279 121 665,732 184,725 481,006 440,238 CSK Auto, Inc. Successo 122 787,707 279,385 508,322 497,842 123 818,389 309,476 508,913 499,610 124 773,452 164,646 608,806 540,014 Port Cargo Services 125 676,199 184,186 492,013 479,230 Country Oak Furniture 126 725,861 251,129 474,731 429,416 Clipper Windpower 127 846,487 273,092 573,395 497,882 Mowhawk 128 2,985,706 2,361,051 624,655 602,155 129 2,187,580 1,651,401 536,179 522,179 130 1,234,753 429,175 805,578 712,238 A&M Oriental Carpet 131 558,982 86,040 472,942 421,047 County of Loudoun 132 877,540 278,553 598,986 547,717 Various 132.01 670,099 235,569 434,530 404,521 Cardiovascular Diagnostic Center of SE PA 132.02 207,441 42,984 164,457 143,197 A-Z Rental Center 133 1,626,784 1,055,471 571,313 499,607 134 723,149 305,415 417,734 407,373 135 949,663 413,505 521,934 455,367 Various 135.01 594,931 246,201 348,730 307,966 J. Dalton/T. Kenney/U. Rau 135.02 354,732 167,304 187,428 160,722 Keith Construction Inc. 136 607,525 120,800 486,725 449,276 Total Wine & More 137 723,816 232,677 491,139 432,123 Stewart Title 138 633,650 140,556 493,094 457,094 Henry Bath 139 581,748 121,667 460,080 435,255 Apria Healthcare 140 903,555 471,631 431,924 393,924 141 505,918 103,584 402,333 379,871 Franciscan Vinyards 142 757,475 303,222 454,253 409,023 Kiewit Offshore 143 386,525 11,596 374,929 373,474 Walgreens 144 744,274 241,662 502,612 439,873 PRS, Inc. 145 731,859 237,749 494,110 440,179 Dollar Tree 146 2,119,745 1,460,509 659,236 574,514 147 985,907 510,984 474,922 438,922 148 1,494,180 895,975 598,205 538,450 149 720,899 296,552 424,347 404,347 150 686,949 246,816 440,133 411,237 Prism Academy 151 668,034 246,270 421,764 364,211 Northwest Toxicology 152 359,932 10,798 349,134 347,685 Walgreens 153 601,274 226,397 374,877 362,411 154 687,671 285,491 402,180 386,987 Parsons 155 835,665 227,781 607,884 571,178 Vitamin Shoppe 156 413,500 12,405 401,095 399,639 Walgreens 157 659,229 192,662 466,567 428,584 Ralph's 158 394,000 11,820 382,180 380,698 Walgreens 159 710,307 461,824 248,483 237,822 160 588,911 197,044 391,868 366,606 Code Correct 161 380,600 11,418 369,182 367,733 Walgreens 162 1,188,000 709,245 478,755 431,435 163 389,781 66,642 323,139 321,187 CVS 164 457,972 167,173 290,799 278,799 165 1,899,342 1,561,326 338,016 326,016 166 493,212 124,786 368,426 346,827 Lifestyle Wood Furnishing 167 396,607 74,887 321,720 314,210 Food Lion 168 345,000 10,350 334,650 333,194 Walgreens 169 1,734,138 1,296,346 437,792 420,292 170 333,400 10,002 323,398 321,942 Walgreens 171 309,982 9,299 300,683 299,227 Walgreens 172 391,085 101,570 289,514 264,047 Temecula Valley Bank 173 323,466 46,077 277,388 275,517 Goodyear Tire & Rubber Co. 174 294,348 8,830 285,518 284,036 Walgreens 175 335,499 86,582 248,917 246,517 Q of New Brunswick, LLC 176 421,266 126,501 294,765 287,664 USA Printing 177 288,000 8,640 279,360 277,904 Walgreens 178 336,979 10,109 326,870 325,646 Rite Aid 179 389,022 128,568 260,454 247,423 Cary Partners, LLC 180 304,830 9,145 295,685 294,595 Eckerd 181 278,350 8,351 270,000 268,544 Walgreens 182 278,000 8,340 269,660 268,234 Walgreens 183 627,052 323,980 303,073 279,073 184 352,368 131,129 221,240 212,818 185 282,975 8,489 274,486 273,395 CVS 186 428,644 174,755 253,889 222,941 Various 186.01 202,094 49,437 152,656 143,246 Movie Gallery 186.02 226,550 125,317 101,232 79,695 S&S Management 187 419,447 204,193 215,254 195,489 188 415,159 206,306 208,852 193,852 189 360,711 136,179 224,532 209,822 Physicians Neck & Back Clinic 190 260,855 7,826 253,029 251,938 Eckerd 191 437,721 238,597 199,124 188,939 192 576,656 207,746 368,910 320,062 Washington Community Church 193 348,322 121,112 227,210 202,161 Cesar Jovel D/S/A 194 240,162 7,205 232,957 231,866 CVS 195 305,396 69,642 235,754 228,831 CVS 196 215,000 6,450 208,550 207,124 Walgreens 197 352,566 149,146 203,420 194,374 Kiang's Inc. 198 514,488 223,356 291,132 232,954 First American Title Co., Inc. 199 319,922 172,898 147,024 139,074 200 578,932 203,688 375,244 369,106 201 372,137 179,927 192,210 183,210 202 225,877 66,539 159,338 153,326 Walgreens 203 306,444 104,450 201,994 191,373 Pediatric Health 204 223,521 87,584 135,937 126,401 205 337,739 166,149 171,590 164,862 206 269,865 142,299 127,566 123,105 207 81,600 2,448 79,152 78,652 Sherwin Williams 208 68,496 2,055 66,441 65,841 Sherwin Williams 209 57,000 1,710 55,290 54,750 Sherwin Williams </TABLE> <TABLE> MORTGAGE LARGEST LARGEST LARGEST LOAN TENANT SQ. TENANT TENANT NUMBER FT. % OF NRA EXP. DATE 2ND LARGEST TENANT NAME - ------------------------------------------------------------------------------------------------------------------------------- 1 27,277 0.67% Multiple Spaces Christian Mosso Group, LLC 2 Various Various Various Various 2.01 1,048,631 100.00% 12/13/10 2.02 229,625 70.37% 10/31/10 State of California (Department of Justice) 2.03 351,075 100.00% 05/09/13 2.04 91,580 62.57% 09/30/07 United States of America (Bureau of Public Debt) 2.05 182,554 100.00% 06/14/09 2.06 119,550 90.64% 11/05/13 Ocean System Engineering Corporation 2.07 97,256 100.00% 03/11/18 2.08 88,717 100.00% 04/03/08 2.09 118,040 100.00% 10/06/14 2.10 132,995 96.36% 04/30/12 Texas Premier Bank 2.11 130,600 100.00% 03/31/08 2.12 103,000 100.00% 05/19/13 2.13 53,172 71.58% 01/31/06 Global Payments 2.14 53,830 100.00% 08/31/09 3 191,909 17.95% Multiple Spaces Northrop Grumman 4 125,456 11.94% 12/31/14 City of New York (DOC) 5 Various Various Various Various 5.01 169,042 22.17% 02/28/07 Parisian 5.02 110,435 26.34% 07/16/09 Belk 6 20,752 2.88% 12/31/06 Broadwing Communication 7 243,338 20.42% 09/30/08 Benesch, Friedlander 8 Various Various Various Various 8.01 239,206 79.89% 09/14/14 Pillsbury Winthrop Shaw Pittman LLP 8.02 28,789 17.87% 11/30/11 Red Hat 9 280,259 99.94% 06/30/14 MCI Worldcom 10 28,000 10.60% 01/31/14 Borders 11 96,580 29.15% Multiple Spaces General Services Administration 12 13 202,861 56.48% Multiple Spaces Veridian 14 312,000 62.64% 10/31/18 Abercrombie & Fitch 15 411,097 100.00% 12/31/11 16 17 72,798 29.93% Multiple Spaces Advanced Management Technology Incorporated 18 45,624 16.65% 01/31/18 TJ Maxx 19 167,285 100.00% 03/31/19 20 21 145,692 100.00% 12/31/09 22 50,843 19.41% 11/14/07 Palais Royal 23 300,000 100.00% 03/01/15 24 12,500 6.52% 05/31/06 Cozymel #20, LLC 25 49,774 20.13% 10/31/17 TJ Maxx 26 27 14,207 17.53% 01/31/15 Pier 1 Imports 28 29 213,361 100.00% 03/01/15 30 31 32 33 80,000 32.91% 08/31/06 Acme Markets, Inc. 34 45,540 34.00% 01/31/15 Goodwill Industries 35 176,100 100.00% 06/30/30 36 243,350 100.00% 06/30/30 37 38 159,000 100.00% 02/28/15 39 40 95,870 100.00% 01/31/10 41 45,023 40.50% 09/30/19 CVS 42 43 111,623 100.00% 06/30/30 44 128,200 100.00% 06/30/30 45 42,896 33.87% 12/31/21 Ross Dress For Less 46 56,596 50.99% 06/30/13 Eckerd 47 44,264 35.37% 09/30/16 Rite Aid 48 49 25,000 28.20% 01/31/08 Sears 50 65,432 74.17% 03/31/15 Unisys Corporation 51 64,672 27.51% 10/31/07 Ventiv Health, Inc. 52 10,000 14.50% 04/30/07 Olive Garden (Ground Lease) 53 103,050 100.00% 06/30/30 54 55 56 26,640 33.07% 01/31/12 Red Robin 57 25,864 9.15% 08/31/09 House of Floors 58 53,993 52.23% 06/30/13 Walgreens 59 Various Various Various Various 59.01 73,000 54.55% 10/31/13 Aaron Rents 59.02 22,075 47.55% 02/05/08 Eckerd 60 61 39,200 63.89% 05/31/20 CVS 62 101,120 100.00% 05/23/13 63 64 Various Various Various Various 64.01 51,413 34.86% 09/30/18 Big Lots Stores 64.02 54,000 34.80% 08/13/07 Bi-Lo 65 64,762 51.57% 02/28/22 Dollar Tree Store 66 67 68 95,537 100.00% 06/30/30 69 57,030 64.14% 12/31/16 Goodyear Tire 70 82,326 100.00% 09/30/08 71 72 73 74 81,803 25.97% 11/30/10 Food-A-Rama, Inc. 75 76 77 39,571 53.82% 12/31/10 Rite Aid 78 44,180 43.26% 08/13/22 Rite Aid 79 43,050 33.33% 11/30/09 American Honda Motor Co., Inc. 80 10,028 18.93% 01/31/11 Pier 1 Imports 81 63,000 65.74% 11/30/10 Dollar StorePlus 82 83 84 25,000 35.86% 01/31/08 Petco Store 85 6,832 13.36% 04/30/06 Black, LoBello & Pilegoff, LLC 86 134,650 100.00% 02/28/18 87 88 89 21,200 18.82% 10/31/10 Beazer Homes 90 10,129 12.59% 03/31/11 Davidson & Grannum 91 92 32,680 71.53% 12/31/27 Magnolia Hallam, DMD, MS 93 94 95 96 97 13,885 24.73% 03/31/16 Cheeseburger in Paradise 98 99 100 101 102 103 6,683 13.76% 03/02/10 Austin Escrow & Title 104 33,870 83.42% 07/31/15 105 106 107 108 109 110 46,624 68.24% 01/31/20 Advanced Chiropractic Center 111 Various Various Various Various 111.01 6,000 11.12% 03/31/13 Agora 111.02 112 8,596 16.10% 11/30/13 Outback Steakhouse 113 226,166 88.29% 07/31/09 Port Cargo Service 114 115 12,107 20.95% 03/14/14 Arbor Center for Eyecare 116 117 118 6,300 19.71% 11/30/20 Outback Steakhouse 119 120 121 9,044 29.93% 03/31/09 Barbara's Professional 122 123 124 162,000 100.00% 06/30/17 125 6,035 22.19% 05/31/06 Ortho Mattress 126 9,610 29.78% 09/30/06 Demarc 127 26,600 19.51% 01/01/08 Patio World 128 129 130 6,327 9.82% 11/30/09 Blockbuster Video 131 25,500 100.00% 06/30/08 132 Various Various Various Various 132.01 6,798 28.07% Multiple Spaces Main Line Allergy 132.02 7,590 32.32% 10/14/07 Furniture Store 133 134 135 Various Various Various Various 135.01 2,350 6.68% 11/30/05 PMG Physician Associates, P.C. 135.02 5,100 19.65% 05/01/15 Keith Properties, Inc. 136 10,398 36.21% 05/31/14 First Horizon Home Loan 137 20,359 59.56% Multiple Spaces Whitman, Requardt, and Assoc. 138 92,000 100.00% 08/31/09 139 82,750 100.00% 02/28/15 140 141 24,283 100.00% 05/31/12 142 13,067 33.78% 07/31/10 Accudata 143 14,550 100.00% 03/31/80 144 12,384 26.47% 01/04/09 Aaron Rents, Inc. 145 27,096 36.18% 01/31/09 Pump It Up 146 147 148 149 150 10,200 19.03% 09/30/10 Specialty Sports Venture, LLC 151 23,767 51.07% 01/31/09 Utah Cancer Specialists 152 14,490 100.00% 06/30/77 153 154 9,535 33.22% 11/01/07 Gabor Agency 155 4,000 17.52% 01/31/13 Catherine's Plus Sizes 156 14,560 100.00% 03/31/80 157 35,000 66.07% 07/31/08 Hank's Pizza 158 14,820 100.00% 10/31/79 159 160 3,392 13.20% 09/30/05 Dr. Schmedding, DDS 161 14,490 100.00% 08/31/79 162 163 13,013 100.00% 01/31/25 164 165 166 11,100 39.51% 12/31/08 China Buffett 167 33,000 79.71% 10/30/19 Bedford Federal 168 14,560 100.00% 03/31/78 169 170 14,560 100.00% 07/31/79 171 14,560 100.00% 07/31/78 172 5,469 33.32% 09/30/09 Prime Cap Funding, Inc. 173 6,864 53.36% 02/28/19 Sleepy's Inc. 174 14,820 100.00% 12/31/79 175 3,581 30.14% 08/31/14 New Brunswick PCS, Inc 176 13,000 48.15% 09/30/16 Southern Chinese Newspaper 177 14,560 100.00% 09/30/78 178 13,100 100.00% 06/30/18 179 9,044 50.05% 10/31/10 Triangle Surgical Associates, P.A. 180 11,361 100.00% 06/16/19 181 14,560 100.00% 03/31/79 182 14,259 100.00% 10/31/78 183 184 185 10,908 100.00% 06/07/20 186 Various Various Various Various 186.01 3,600 32.73% 05/31/11 Bosco Ristorante 186.02 4,565 23.61% 12/31/09 ASA Federal Credit Union 187 188 189 7,948 59.23% 04/16/10 Davanni's 190 11,200 100.00% 01/26/19 191 192 5,775 15.33% 05/31/06 Route One Community Center 193 4,912 19.45% 04/30/10 Terrell Mill Bottle Shop 194 10,908 100.00% 11/29/20 195 10,125 100.00% 01/31/17 196 14,259 100.00% 06/30/79 197 3,195 22.64% 02/28/07 Progressive Partners, Inc. 198 5,236 16.85% 12/31/07 Green Tree Servicing 199 200 201 202 12,544 100.00% 11/30/42 203 4,278 28.12% 08/31/15 VS Associates 204 205 206 207 5,010 100.00% 11/30/11 208 6,000 100.00% 02/28/14 209 5,400 100.00% 04/30/14 </TABLE> <TABLE> 2ND 2ND 2ND MORTGAGE LARGEST LARGEST LARGEST LOAN TENANT TENANT % TENANT NUMBER SQ. FT. OF NRA EXP. DATE 3RD LARGEST TENANT NAME - -------------------------------------------------------------------------------------------------------------------- 1 20,374 0.50% 09/30/09 Atlanta Napp Deady, Inc. 2 Various Various Various Various 2.01 2.02 58,255 17.85% 03/31/08 World of Good Tastes 2.03 2.04 38,673 26.42% 09/30/07 Hard Rock Cafe 2.05 2.06 12,341 9.36% 10/01/09 2.07 2.08 2.09 2.10 4,443 3.22% 04/30/07 2.11 2.12 2.13 7,721 10.39% 04/30/08 DRG & Associates 2.14 3 130,419 12.20% Multiple Spaces Raytheon Company 4 99,471 9.46% 06/30/07 Sprint Communications Company 5 Various Various Various Various 5.01 100,726 13.21% 02/28/17 Linens-N-Things 5.02 88,000 20.99% 11/08/09 JC Penney 6 13,397 1.86% 07/31/06 Qwest/Equis 7 115,390 9.68% 07/31/09 Hahn Loeser & Parks 8 Various Various Various Various 8.01 25,602 8.55% 06/30/09 Davis Carter Scott 8.02 16,950 10.52% 08/01/10 Vitalspring Technology 9 172 0.06% MTM 10 23,000 8.71% 11/30/18 Jimbo's Naturally 11 50,779 15.33% Multiple Spaces NatureServe (f/k/a Association for Biodiversity Info) 12 13 65,916 18.35% 10/31/08 Gold's Gym Inc 14 24,515 4.92% 01/01/07 Champs 15 16 17 41,841 17.20% Multiple Spaces Kastle Systems, Inc. 18 30,000 10.95% 08/31/12 Linens-N-Things 19 20 21 22 30,000 11.45% 07/31/06 Jo Ann's 23 24 9,378 4.89% 02/27/06 Spectrum Club Holding Company 25 32,148 13.00% 04/30/07 Sony Theatres 26 27 8,683 10.72% 03/31/09 ZYZYX, Inc. 28 29 30 31 32 33 50,571 20.80% 02/28/09 Levitz/Miller's Furniture, Inc. 34 10,000 7.47% 11/30/07 Dollar Tree 35 36 37 38 39 40 41 11,700 10.52% 02/29/08 Blockbuster Video 42 43 44 45 22,700 17.92% 01/31/07 Longs Drugs 46 8,512 7.67% 12/31/07 Hearts Home Early Learning 47 9,200 7.35% 11/30/06 Goodwill Industries 48 49 12,800 14.44% 08/31/08 Blockbuster Video 50 22,791 25.83% 12/31/07 51 59,718 25.40% 01/31/13 PicoLight 52 8,300 12.03% 05/22/08 Sammy's Marketplace 53 54 55 56 7,500 9.31% 05/31/06 Sleep Country 57 17,920 6.34% 01/31/06 Levenger 58 15,795 15.28% 11/30/59 Jasons Deli 59 Various Various Various Various 59.01 8,883 6.64% 11/30/08 Dollar Tree Stores 59.02 5,775 12.44% 10/31/09 MAB Paints 60 61 10,979 17.90% 05/31/27 Panera Bread 62 63 64 Various Various Various Various 64.01 36,000 24.41% 01/31/10 Food Lion 64.02 40,051 25.81% 08/31/07 Beall's/Burke's Outlet 65 13,269 10.57% 08/31/09 Kens World of Video 66 67 68 69 6,254 7.03% 11/30/06 Buffalo Wings Factory 70 71 72 73 74 63,266 20.09% 12/31/08 Gardiners Home Furnishing 75 76 77 10,408 14.15% 11/30/10 Blockbuster Video 78 16,123 15.79% 12/31/16 Kragen Auto 79 35,490 27.48% 09/16/11 W.W. Grainger, Inc. 80 9,943 18.77% 02/29/12 The Mattress Firm 81 5,915 6.17% 06/30/08 Fashion Bug 82 83 84 20,000 28.69% 06/30/07 United Board Shop 85 3,360 6.57% 03/31/07 Russell Jayne, MD Ltd. 86 87 88 89 18,395 16.33% Multiple Spaces Stanton Door 90 10,129 12.59% 01/31/11 Vision-Sciences, Inc. 91 92 2,817 6.17% 09/30/19 Federal Bureau of Investigation (GSA) 93 94 95 96 97 8,372 14.91% 11/30/13 Rise-N-Dine (Theo. Maglaris) 98 99 100 101 102 103 5,926 12.20% 04/30/06 WebMethods 104 105 106 107 108 109 110 3,000 4.39% 12/31/07 Closet Treasures Thrift Store 111 Various Various Various Various 111.01 2,500 4.63% 04/30/09 Orizak 111.02 112 6,000 11.24% 03/31/07 Tokyo Inn Japanese Steakhouse 113 30,000 11.71% 06/30/17 114 115 6,307 10.91% 05/31/14 Harmony Health Partners 116 117 118 6,156 19.26% 03/31/15 Navy Federal Credit Union 119 120 121 3,705 12.26% 08/31/09 Micasa Mexican Restaurant 122 123 124 125 3,740 13.75% 12/31/05 El Pollo Loco 126 6,698 20.76% 08/01/07 Echo 127 24,800 18.19% 10/01/09 Sheribel 128 129 130 5,124 7.95% 09/30/07 Orient Kitchen 131 132 Various Various Various Various 132.01 3,782 15.62% 04/01/06 Meyer Associates 132.02 5,200 22.14% 07/01/07 Warehouse 133 134 135 Various Various Various Various 135.01 1,982 5.64% 07/31/10 Anchor International 135.02 3,000 11.56% 12/31/06 Genesis Capital Advisors, Inc 136 3,735 13.01% 02/28/10 Moe's Southwest Grill 137 4,531 13.25% 05/31/06 Acurate 138 139 140 141 142 7,995 20.67% 05/31/10 NewFirst National Bank 143 144 6,400 13.68% 03/31/09 BMA Fort Belvoir 145 12,650 16.89% 06/30/10 Better Homes & Bargains 146 147 148 149 150 8,108 15.13% 09/30/05 Littleton Fine Food Corp. 151 5,973 12.83% 09/30/13 Wirt A. Hines, MD 152 153 154 6,038 21.04% 02/01/11 Dieson & Assoc. 155 4,000 17.52% 11/30/06 Osaka Restaurant 156 157 3,117 5.88% 12/31/08 King Laundromat 158 159 160 2,879 11.20% 12/31/15 Dawn Woo Huysing, DDS 161 162 163 164 165 166 5,400 19.22% 04/30/15 CDG Management 167 2,400 5.80% 07/31/10 Mike Prillaman 168 169 170 171 172 1,550 9.44% 05/31/10 Palacek, Skaja & Broyles 173 6,000 46.64% 02/28/10 174 175 2,462 20.72% 04/30/14 176 9,000 33.33% 09/30/16 Global Communication 177 178 179 9,026 49.95% 08/31/18 180 181 182 183 184 185 186 Various Various Various Various 186.01 3,200 29.09% 01/31/15 Neo Day Spa 186.02 1,920 9.93% 01/31/08 CONCOM 187 188 189 4,197 31.28% 09/30/09 Wells Fargo Financial 190 191 192 4,800 12.74% 05/15/10 Hunan East 193 4,500 17.82% 09/30/07 Vatica 194 195 196 197 2,773 19.65% 07/31/06 Orthodonitics Center of America 198 3,796 12.22% 11/30/10 3Plains Holdings Corp 199 200 201 202 203 3,138 20.63% 06/01/20 Eye of the Tiger 204 205 206 207 208 209 </TABLE> <TABLE> 3RD 3RD 3RD MORTGAGE LARGEST LARGEST LARGEST LOAN TENANT TENANT % TENANT LARGEST AFFILIATED SPONSOR FLAG NUMBER SQ. FT OF NRA EXP. DATE LOCKBOX (> THAN 4% OF POOL) - ------------------------------------------------------------------------------------------------------------------------------------ 1 20,285 0.50% MTM Day 1 AMC, Inc. 2 Various Various Various Day 1 Rubicon-NGP, Inc. NGP Capital Partners III LLC Rubicon US REIT, Inc. 2.01 2.02 2,911 0.89% 03/31/11 2.03 2.04 16,112 11.01% 07/31/13 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2,271 3.06% MTM 2.14 3 116,128 10.86% 08/31/13 Day 1 4 83,920 7.98% 12/31/12 Day 1 Kenneth Carmel and Estate of Stanley Stahl 5 Various Various Various Day 1 5.01 28,000 3.67% 01/31/14 5.02 40,388 9.63% 02/24/08 6 12,223 1.70% 03/31/10 7 70,015 5.88% 09/30/12 Day 1 8 Various Various Various Springing 8.01 17,673 5.90% 03/31/09 8.02 13,653 8.48% 03/31/07 9 Day 1 10 18,000 6.81% 12/31/18 11 25,961 7.84% 06/30/06 Day 1 12 Springing 13 17,225 4.80% 09/30/14 Day 1 14 11,793 2.37% 06/30/06 Day 1 15 Day 1 16 Springing 17 40,162 16.51% 12/31/10 Day 1 18 28,169 10.28% 01/31/13 19 Day 1 20 Springing 21 Day 1 22 15,030 5.74% 03/31/07 Day 1 23 Day 1 24 8,915 4.65% 06/30/10 25 32,058 12.96% 02/28/10 Regency Centers Corporation and Macquarie Country Wide Trust 26 27 4,276 5.28% 05/31/07 Regency Centers Corporation and Macquarie Country Wide Trust 28 Day 1 29 Day 1 30 31 32 Day 1 33 29,250 12.03% 05/31/12 34 8,000 5.97% MTM Regency Centers Corporation and Macquarie Country Wide Trust 35 Day 1 36 Day 1 37 Springing 38 Day 1 39 Day 1 40 41 6,880 6.19% 11/30/08 Regency Centers Corporation and Macquarie Country Wide Trust 42 43 Day 1 44 Day 1 45 21,240 16.77% 02/28/09 Regency Centers Corporation and Macquarie Country Wide Trust 46 8,384 7.55% 07/31/16 Regency Centers Corporation and Macquarie Country Wide Trust 47 8,400 6.71% 12/31/09 Regency Centers Corporation and Macquarie Country Wide Trust 48 Springing 49 4,500 5.08% 09/30/07 50 Springing 51 32,858 13.97% 09/30/11 52 5,711 8.28% 07/31/13 53 Day 1 54 55 56 5,500 6.83% 05/31/07 Regency Centers Corporation and Macquarie Country Wide Trust 57 17,920 6.34% 06/30/06 58 4,942 4.78% 06/30/09 Regency Centers Corporation and Macquarie Country Wide Trust 59 Various Various Various Regency Centers Corporation and Macquarie Country Wide Trust 59.01 7,823 5.85% 01/31/10 59.02 4,701 10.13% MTM 60 Springing 61 4,251 6.93% 12/31/15 62 Day 1 63 Springing 64 Various Various Various 64.01 29,000 19.66% 11/11/09 64.02 19,600 12.63% 09/30/09 65 7,940 6.32% 10/31/06 Regency Centers Corporation and Macquarie Country Wide Trust 66 Day 1 67 68 Day 1 69 5,600 6.30% 09/30/12 Regency Centers Corporation and Macquarie Country Wide Trust 70 Day 1 71 Day 1 72 73 74 61,646 19.57% 08/31/12 Springing 75 Springing 76 Springing 77 5,600 7.62% 12/31/06 Regency Centers Corporation and Macquarie Country Wide Trust 78 12,554 12.29% 09/30/09 Regency Centers Corporation and Macquarie Country Wide Trust 79 21,350 16.53% 03/31/11 80 5,556 10.49% 01/31/06 Regency Centers Corporation and Macquarie Country Wide Trust 81 5,500 5.74% 01/31/06 Regency Centers Corporation and Macquarie Country Wide Trust 82 Springing 83 84 5,810 8.33% 10/31/08 85 3,360 6.57% 11/30/06 86 Day 1 87 Day 1 88 89 8,305 7.37% 09/30/10 90 10,000 12.43% 08/31/10 91 92 1,813 3.97% 05/31/15 93 Springing 94 95 Day 1 96 Day 1 97 4,862 8.66% 02/28/18 98 99 Springing 100 Day 1 101 Day 1 102 103 5,881 12.11% 10/31/05 104 105 Springing 106 Springing 107 108 Day 1 109 110 2,800 4.10% 05/04/08 111 Various Various Various 111.01 2,500 4.63% 05/31/14 111.02 112 5,400 10.12% 09/30/17 113 Day 1 114 Springing 115 4,011 6.94% 08/31/14 116 117 118 6,000 18.78% 03/31/15 119 120 121 2,805 9.28% 10/31/07 122 Springing 123 Springing 124 Day 1 125 3,500 12.87% 02/28/09 126 5,708 17.69% 06/30/09 Springing 127 16,000 11.73% 05/01/08 128 129 130 5,107 7.92% 10/31/06 131 Day 1 132 Various Various Various 132.01 3,016 12.45% 03/31/06 132.02 2,400 10.22% 09/30/07 133 Springing 134 Springing 135 Various Various Various 135.01 1,976 5.62% 07/31/09 135.02 2,400 9.25% 02/28/07 136 2,517 8.77% 05/31/14 137 2,548 7.45% 03/31/07 Day 1 138 Day 1 139 Springing 140 141 142 5,695 14.72% 07/14/15 143 144 5,600 11.97% 11/30/06 145 7,200 9.61% 07/31/09 Day 1 146 147 Springing 148 149 Day 1 150 5,685 10.61% 01/31/07 151 2,958 6.36% 01/31/07 152 Day 1 153 Springing 154 4,772 16.63% 11/30/05 155 2,400 10.51% 12/31/08 156 Springing 157 2,740 5.17% 02/15/10 Day 1 158 Springing 159 Springing 160 2,574 10.02% 03/31/12 161 Springing 162 163 Day 1 164 165 166 4,200 14.95% 05/31/15 167 1,200 2.90% 09/30/06 168 Springing 169 170 Springing 171 Day 1 172 1,343 8.18% 11/01/07 173 174 Springing 175 176 2,500 9.26% 09/30/11 177 Springing 178 Springing 179 180 Springing 181 Springing 182 Springing 183 184 185 Springing 186 Various Various Various Springing 186.01 2,200 20.00% 07/31/14 186.02 1,460 7.55% 10/31/07 187 188 Springing 189 1,273 9.49% 03/31/06 190 Springing 191 Springing 192 3,950 10.48% 12/31/08 193 3,000 11.88% 08/31/06 194 Springing 195 196 Springing 197 2,100 14.88% 06/30/07 198 3,315 10.67% 12/31/08 199 Springing 200 201 202 Springing 203 3,100 20.38% 10/31/06 204 205 206 207 Springing 208 Springing 209 Springing </TABLE> (1) Certain of the Mortgage Loans detail "as-stabilized" appraised values as indicated by appraisal dates in the future. Reserves were generally taken at closing in order to address the difference between the "as-is" and "as-stabilized" valuation. See RISK FACTORS - The Mortgage Loans - Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property. (2) Eleven (11) Mortgage Loans, representing 20.4% of the Cut-Off Date Pool Balance, are part of a split loan structure and the related pari passu companion loans are not included in the trust fund. With respect to these Mortgage Loans, unless otherwise specified, the calculations of LTV ratios, DSC ratios and Loan Amount per Unit were are based upon the aggregate indebtedness of these Mortgage Loans (treating the U-Haul Portfolio loans as a single loan) and the related pari passu companion loans. (3) Occupancy percentage calculated excluding exhibition tenant space. See "DESCRIPTION OF THE MORTGAGE POOL - Additional Mortgage Loan Information" in the preliminary prospectus supplement.
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 ANNEX A-1A CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES <TABLE> MORTGAGE LOAN LOAN GROUP NUMBER NUMBER PROPERTY NAME ADDRESS - ------------------------------------------------------------------------------------------------------------------------------------ 1 1 AmericasMart A-2(2)(3) 240 Peachtree Street, 230 & 250 Spring Street 2 1 NGP Rubicon GSA Pool(2) Various 2.01 Rubicon NGP-Burlington, NJ 1900 River Road 2.02 Rubicon NGP-Sacramento, CA 1325 J Street 2.03 Rubicon NGP-Suffolk, VA 116 Lake View Parkway 2.04 Rubicon NGP-Washington, DC 999 E Street, NW 2.05 Rubicon NGP-Kansas City, KS 901 North Fifth Street 2.06 Rubicon NGP-San Diego, CA 8808, 8810 Rio San Diego Drive 2.07 Rubicon NGP-Concord, MA 696 Virginia Road 2.08 Rubicon NGP-Philadelphia, PA 1600 Callowhill Street 2.09 Rubicon NGP-Huntsville, AL 4820 University Square 2.10 Rubicon NGP-Houston, TX 1433 West Loop South 2.11 Rubicon NGP-Providence, RI 380 Westminster Street 2.12 Rubicon NGP-Aurora, CO 16401 East CentreTech Parkway 2.13 Rubicon NGP-Lakewood, CO 755 Parfet Street 2.14 Rubicon NGP-Norfolk, VA 150 Corporate Blvd 3 1 1000 & 1100 Wilson(2) 1000-1100 Wilson Boulevard 4 1 60 Hudson Street 56-70 Hudson Street 5 1 Macon & Burlington Mall Pool Various 5.01 Macon Mall 3661 Eisenhower Parkway 5.02 Burlington Mall 102 Huffman Mill Road 6 1 Millennium Park Plaza 155 North Michigan Avenue 7 1 200 Public Square 200 Public Square 8 1 Prentiss Pool Various 8.01 1676 International Drive 1676 International Drive 8.02 8260 Greensboro Drive 8260 Greensboro Drive 9 1 1701 North Fort Myer 1701 North Fort Myer Drive 10 1 The Forum at Carlsbad 1905-1935 Calle Barcelona 11 1 1101 Wilson 1101 Wilson Boulevard and 1700 North Kent Street 12 1 Marriott - Los Angeles, CA 5855 West Century Boulevard 13 1 1400 Key & 1401 Wilson 1400 Key Boulevard & 1401 Wilson Boulevard 14 1 Westfield San Francisco Centre(2) 865 Market Street 15 1 101 Avenue of the Americas(2) 101 Avenue of the Americas 16 1 Renaissance Worthington Hotel 200 Main Street 17 1 1501 & 1515 Wilson 1501 & 1515 Wilson Boulevard 18 1 Evansville Pavilion Lloyd Expressway and Burkhardt Road 19 1 Monument I at WorldGate 12975 Worldgate Drive 20 1 Marriott Courtyard - Brookline, MA 40 Webster Street 21 1 1200 Wilson 1200 Wilson Boulevard 22 1 Williams Trace Shopping Center 3300-3400 State Highway 6 23 1 American Express - IPC 3151 Behrend Drive 24 1 Apollo Street 840-880 Apollo Street; 2171 Rosecrans Avenue 25 1 Valley Centre 9612-9646 Reisterstown Road 27 1 Festival at Woodholme 1809 Reisterstown Road 29 1 American Express - TRC-W 3202 Behrend Drive 32 1 Hilton Garden Inn - Staten Island, NY 1100 South Avenue 33 1 University Plaza Shopping Center 1-280 University Plaza 34 1 Auburn Village 2120-2460 Grass Valley Highway 35 1 13700 Northwest 115th Avenue (Medley) 13700 Northwest 115th Avenue 36 1 536 Fayette Street (Perth) 536 Fayette Street 38 1 Tollway Office Center II 3905 North Dallas Parkway 40 1 JC Studios 1262 East 14th Street 41 1 Village Shopping Center 7001 Three Chopt Road 43 1 571 Paramount Drive (Raynham) 571 Paramount Drive 44 1 2500 South Damen Avenue (Chicago) 2500 South Damen Avenue 45 1 Mariposa Shopping Center 2600-2792 Homestead Road 46 1 Woodway Collection 1407 Voss Road 47 1 Southside Marketplace 857 East Fort Avenue 48 1 Extra Space - New York, NY 58 West 143rd Street 49 1 Lakewood Marketplace - SEC 5920 South Street 50 1 Carpinteria I Office Buildings 6303 & 6307 Carpinteria Avenue 51 1 Colorado Technical Center 321 South Taylor, 1480 Arthur Avenue, and 346 South Arthur Avenue 52 1 Palms Plaza 22191 Powerline Road 53 1 2050 East 55th Street (Vernon) 2050 East 55th Street 55 1 Marriott Courtyard - Norfolk, VA 520 Plume Street 56 1 Overlake Fashion Plaza 2150 148th Avenue Northeast 57 1 Park Ten Industrial Park 1450 SW 10th Street 58 1 Memorial Collection 14620 Memorial Drive 59 1 Stefko & Allen Street Pool Various 59.01 Stefko Boulevard Shopping Center 1802-1880 Stefko Boulevard 59.02 Allen Street Shopping Center 1401 Allen Street 61 1 Northlake Square West SWC Northlake Boulevard and Congress Avenue 62 1 Rapp Collins Worldwide 1660 N. Westridge Circle 63 1 Marriott Courtyard - Ewing, NJ 360 Scotch Road 64 1 Marion City & Centre Stage Shopping Centers Various 64.01 Centre Stage Shopping Center 2008 Memorial Boulevard 64.02 Marion City Square Shopping Center 154 Highway 70 West 65 1 Brentwood Commons 1047-1145 South York Road 67 1 Homewood Suites - Sandston, VA 5996 Audubon Drive 68 1 One Commercial Street (Sharon) One Commercial Street 69 1 Ashburn Farm Village Centre 43731-43781 Parkhurst Plaza 70 1 2990 Telestar Court 2990 Telestar Court 71 1 Arrow Parking Garage 204 East Lombard Street 74 1 Pasadena Crossroads 8110-8120 Gov. Ritchie Highway 76 1 Extra Space - North Bergen, NJ 2025-2027 83rd Street 77 1 Elkridge Corners 7280 Montgomery Road 78 1 Navajo Shopping Center 8650 Lake Murray Boulevard 79 1 Arapahoe & Peoria Business Center 12250, 12300, 12350 East Arapahoe Road 80 1 Willow Lake West Shopping Center 2902 West 86th Street 81 1 Stonebrook Plaza 11613-11615 Kedzie Avenue 82 1 Extra Space - Hackensack, NJ 270 South River Street 83 1 Marriott Courtyard - Chester, VA 2001 West Hundred Road 84 1 Lakewood Marketplace - NWC 5611 South Street 85 1 Executive Park West 6833-6899 West Charleston Boulevard 86 1 Wal-Mart - Kansas City, MO 5000 East Bannister Road 87 1 U-Haul 3(2) Various 89 1 Westlinks 11, 12, 14 & 15 13100, 13120, 13130 Westlinks Terrace; 12801 Commonwealth Drive 90 1 30-40 Ramland Road 30-40 Ramland Road 91 1 Park Crest Apartments 2070 Belmont Road 92 1 Forsyth Professional Centre 241 West Weaver Road 93 1 Extra Space - Toms River, NJ 317 Route 37 East 94 1 Country Inn & Suites-Sarasota, FL 5730 Gantt Road 95 1 U-Haul 4(2) Various 96 1 U-Haul 5(2) Various 97 1 Mainstreet Square 2930-2970 Finley Road 99 1 Extra Space - Seattle, WA 1430 North 130th Street 100 1 U-Haul 6(2) Various 101 1 U-Haul 7(2) Various 102 1 Holiday Inn Express - Mechanicsville, VA 7441 Bell Creek Road 103 1 A. H. Root Building 2401 15th Street 104 1 Corinthian Medical College 11560 South Kedzie Avenue 105 1 Extra Space - Linden, NJ 171 West Edgar Road 106 1 Extra Space - Parlin, NJ 1001 US Route 9 108 1 U-Haul 8(2) Various 110 1 Midtown Village 860 Parris Island Gateway 111 1 Lincoln and Alamac Pool Various 111.01 Lincoln Center 670 Lincoln Road 112 1 Backlick Shopping Center 6651-6691 Backlick Road 113 1 West Airline 10057 West Airline Highway 114 1 Extra Space - Beaverton, OR 575 NW 185th Avenue 115 1 Merrionette Park Medical Center 11600 & 11630 South Kedzie Avenue 117 1 Summit Place of North Myrtle Beach 491 Highway 17 118 1 Doc Stone Commons II 308 & 320 Worth Avenue 121 1 Lakewood Marketplace - SWC 5503 Woodruff Avenue 122 1 Extra Space - Plainville, MA 90 Taunton Street 123 1 Extra Space - Stoneham, MA 95 Montvale Avenue 124 1 Clearview 1401 South Clearview Parkway 125 1 Lakewood Marketplace - NEC 5907 South Street 126 1 6305 & 6309 Carpinteria Avenue 6305 & 6309 Carpinteria Avenue 127 1 Westlinks 4 & 5 12600 & 12650 Westlinks Drive 128 1 Barrington Terrace 333 16th Avenue, SE 129 1 Summit Place of Mooresville 128 Brawley School Road 130 1 Prosperity Center 701-707 East Market Street 131 1 The Depot Building 215 Depot Court 132 1 233 East Lancaster Avenue/Spring House Plaza I Various 132.01 233 East Lancaster Avenue 233 East Lancaster Avenue 132.02 Spring House Plaza I 821 North Bethlehem Pike 134 1 Extra Space - New Paltz, NY 24 South Putt Corners Road 135 1 Keith Properties Various 135.01 Duxbury Properties 20, 40, 42 Tremont Street 135.02 Stoughton Properties 532 Page Street, 14 Page Terrace 136 1 21 West Shopping Center 520-536 21st Street 137 1 Judicial Drive Building 10505 Judicial Drive 138 1 Amelia Cotton Press 1883 Tchoupitoulas Street 139 1 Apria Healthcare 7353 Company Drive 141 1 Franciscan Estates Administrative Offices 801 Main Street 142 1 Sam Houston Parkway Office Building 7906 North Sam Houston Parkway West 143 1 Walgreens - Columbus, OH NWC of Chilmark Drive & Hamilton Road 144 1 Sacramento Center II Shopping Center 8794-8796 Sacramento Drive 145 1 Northglen Shopping Center 13904-14038 Nacogdoches Road 146 1 Best Western Expo Inn 1413 Howe Avenue 148 1 Clarion Hotel-Savannah, GA 16 Gateway Boulevard East 150 1 Sun Plaza 9116 & 9126 W. Bowles Avenue 151 1 Parkview C Office 1121 East 3900 South 152 1 Walgreens - Manhattan, KS 325 Bluemont Avenue 153 1 Extra Space - Sandy, UT 8308 South 700 East 154 1 Financial Plaza Office Building 3500 Financial Plaza 155 1 Spring Mall Square 6701 Loisdale Road 156 1 Walgreens - Southington, CT 359 Main Street 157 1 Lawndale Plaza 14310-14408 Hawthorne Boulevard 158 1 Walgreens - Gladstone, MO 6320 North Oak Trafficway 159 1 Extra Space - Everett, MA 329 Second Street 160 1 710 Juniper Building 710 N.W. Juniper Street 161 1 Walgreens - Nashville, TN 2421 Lebanon Pike 162 1 Days Inn-Nanuet, NY 375 West Route 59 163 1 CVS - Shelby NWC 24 Mile & Hayes 165 1 Summit Place of Kings Mountain 1001 Phifer Road 166 1 Westside Center Plaza 2302 Harrison Avenue NW 167 1 Poplar Forest Shopping Center 12130 East Lynchburg-Salem Turnpike 168 1 Walgreens - Derby, KS 458 North Baltimore Avenue 169 1 Parkwood Village 1730 Parkwood Blvd. 170 1 Walgreens - Garden City, KS 1308 East Kansas Avenue 171 1 Walgreens - Dodge City, KS 1801 North 14th Avenue 172 1 The Grand Professional Building 300 West Grand Avenue 173 1 Exton Shopping Center 332 & 334 North Pottstown Pike 174 1 Walgreens - Pittsburg, KS 1911 North Broadway Street 175 1 377-385 George Street 377-385 George Street 176 1 Southern News Group Building 11122 Bellaire Boulevard 177 1 Walgreens - Great Bend, KS 3920 10th Street 178 1 Rite Aid - Bangor, ME 713 Broadway Street 179 1 Crescent Office Building 115 Crescent Commons 180 1 Eckerd - Philadelphia, PA 1334 Windrim Avenue 181 1 Walgreens - Blue Springs, MO 3200 SW State Route 7 182 1 Walgreens - Marion, IL 1710 West De Young Street 185 1 CVS - Independence, MO 11125 East US Highway 24 186 1 7 Mill Pond Drive & 1 Regency Drive Various 186.01 7 Mill Pond Drive 7 Mill Pond Drive 186.02 1 Regency Drive 1 Regency Drive 189 1 Riverdale Strip Center 3440 129th Avenue NW 190 1 Eckerd - Murfreesboro, TN 603 South Tennessee Boulevard 191 1 Extra Space - Denver, CO 2950 West 96th Avenue 192 1 Sacramento Center I Shopping Center 8790-8794 Sacramento Drive 193 1 Terrell Mill Junction 1475 Terrell Mill Road S.E. 194 1 CVS - Duncanville, TX 603 South Cedar Ridge Drive 195 1 CVS-Brockton, MA 1933 Main Street 196 1 Walgreens - Houston, TX 12959 Aldine Westfield Road 197 1 Carlson Center Shoppes 187 Cheshire Lane N 198 1 Russell Plaza 33600 6th Avenue South 199 1 Extra Space - West Valley City, UT 4537 West 3500 South 200 1 Stor-N-Lock #10 - Salt Lake City, UT 6950 South 2300 East 202 1 Walgreens-Eagan, MN 2010 Cliff Road 203 1 Village Shops 600 Loring Avenue 205 1 Stor-N-Lock #8 - Sandy, UT 8620 South 300 West 206 1 Stor-N-Lock #9 - Salt Lake City, UT 1060 North Beck Street 207 1 Sherwin Williams - Angola, IN 1902 North Wayne Street 208 1 Sherwin Williams - Boardman, OH 4040 South Avenue 209 1 Sherwin Williams - Ashtabula, OH 2375 West Prospect Road </TABLE> <TABLE> MORTGAGE LOAN CROSS COLLATERALIZED AND CROSS MORTGAGE NUMBER CITY STATE ZIP CODE DEFAULTED LOAN FLAG LOAN SELLER - ------------------------------------------------------------------------------------------------------------------------------------ 1 Atlanta GA 30303 Wachovia 2 Various Various Various AMCC 2.01 Burlington NJ 08016 2.02 Sacramento CA 95814 2.03 Suffolk VA 23435 2.04 Washington DC 20239, 20463 2.05 Kansas City KS 66101 2.06 San Diego CA 92108 2.07 Concord MA 01742 2.08 Philadelphia PA 19130 2.09 Huntsville AL 35816 2.10 Houston TX 77027 2.11 Providence RI 02903 2.12 Aurora CO 80011 2.13 Lakewood CO 80215 2.14 Norfolk VA 23502 3 Arlington VA 22209 Wachovia 4 New York NY 10013 Wachovia 5 Various Various Various Wachovia 5.01 Macon GA 31206 5.02 Burlington NC 27215 6 Chicago IL 60601 Wachovia 7 Cleveland OH 44114 Wachovia 8 McLean VA 22102 Wachovia 8.01 McLean VA 22102 8.02 McLean VA 22102 9 Arlington VA 22209 Wachovia 10 Carlsbad CA 92009 Wachovia 11 Arlington VA 22209 Wachovia 12 Los Angeles CA 90045 Wachovia 13 Arlington VA 22209 Wachovia 14 San Francisco CA 94103 Wachovia 15 New York NY 10013 Wachovia 16 Fort Worth TX 76102 Wachovia 17 Arlington VA 22209 Wachovia 18 Evansville IN 47715 Wachovia 19 Herndon VA 20170 Wachovia 20 Brookline MA 02446 Wachovia 21 Arlington VA 22209 Wachovia 22 Sugar Land TX 77479 Wachovia 23 Phoenix AZ 85027 Wachovia 24 El Segundo CA 90245 CWCapital 25 Reisterstown MD 21117 Wachovia 27 Baltimore MD 21208 Wachovia 29 Phoenix AZ 85027 Wachovia 32 Staten Island NY 10314 Wachovia 33 Newark DE 19702 AMCC 34 Auburn CA 95603 Wachovia 35 Medley FL 33178 CWCapital 36 Perth Amboy NJ 08861 CWCapital 38 Plano TX 75093 CLF Portfolio Wachovia 40 Brooklyn NY 11230 Wachovia 41 Richmond VA 23226 Wachovia 43 Raynham MA 02767 CWCapital 44 Chicago IL 60608 CWCapital 45 Santa Clara CA 95051 Wachovia 46 Houston TX 77057 Brentwood and Woodway Portfolio Wachovia 47 Baltimore MD 21230 Wachovia 48 New York NY 10037 Extra Space Portfolio #4 Wachovia 49 Lakewood CA 90713 Lakewood Marketplace Portfolio Wachovia 50 Carpinteria CA 93013 Orfalea-Carpinteria Office Portfolio AMCC 51 Louisville CO 80027 AMCC 52 Boca Raton FL 33433 Wachovia 53 Vernon CA 90058 CWCapital 55 Norfolk VA 23510 Wachovia 56 Redmond WA 98052 Wachovia 57 Delray Beach FL 33444 Wachovia 58 Houston TX 77079 Wachovia 59 Various PA Various Wachovia 59.01 Bethlehem PA 18017 59.02 Allentown PA 18102 61 Palm Beach Gardens FL 33401 Wachovia 62 Irving TX 75038 CLF Portfolio Wachovia 63 Ewing NJ 08628 Wachovia 64 Various Various Various CWCapital 64.01 Springfield TN 37172 64.02 Marion NC 28752 65 Bensenville IL 60106 Brentwood and Woodway Portfolio Wachovia 67 Sandston VA 23150 Wachovia 68 Sharon MA 02063 CWCapital 69 Ashburn VA 20147 Wachovia 70 Falls Church VA 22042 Wachovia 71 Baltimore MD 21202 CWCapital 74 Pasadena MD 21122 AMCC 76 North Bergen NJ 07047 Extra Space Portfolio #4 Wachovia 77 Elkridge MD 21227 Wachovia 78 San Diego CA 92119 Wachovia 79 Centennial CO 80112 AMCC 80 Indianapolis IN 46268 Wachovia 81 Merrionette Park IL 60803 Wachovia 82 Hackensack NJ 07601 Extra Space Portfolio #4 Wachovia 83 Chester VA 23836 Wachovia 84 Lakewood CA 90713 Lakewood Marketplace Portfolio Wachovia 85 Las Vegas NV 89117 Wachovia 86 Kansas City MO 64137 Wachovia 87 Various Various Various U-Haul Portfolio CWCapital 89 Ft. Myers FL 33913 CWCapital 90 Orangeburg NY 10962 Wachovia 91 Washington DC 20009 Wachovia 92 Forsyth IL 62535 Wachovia 93 Toms River NJ 08753 Extra Space Portfolio #4 Wachovia 94 Sarasota FL 34233 AMCC 95 Various Various Various U-Haul Portfolio CWCapital 96 Various Various Various U-Haul Portfolio CWCapital 97 Downers Grove IL 60515 CWCapital 99 Seattle WA 98133 Extra Space Portfolio #4 Wachovia 100 Various Various Various U-Haul Portfolio CWCapital 101 Various Various Various U-Haul Portfolio CWCapital 102 Mechanicsville VA 23111 Wachovia 103 Denver CO 80202 AMCC 104 Merrionette Park IL 60803 Ruh-Merrionette Park Office Portfolio AMCC 105 Linden NJ 07036 Extra Space Portfolio #4 Wachovia 106 Parlin NJ 08859 Extra Space Portfolio #4 Wachovia 108 Various Various Various U-Haul Portfolio CWCapital 110 Beaufort SC 29906 Wachovia 111 Miami Beach FL 33139 Wachovia 111.01 Miami Beach FL 33139 112 Springfield VA 22150 CWCapital 113 St. Rose LA 70087 CWCapital 114 Beaverton OR 97006 Extra Space Portfolio #4 Wachovia 115 Merrionette Park IL 60803 Ruh-Merrionette Park Office Portfolio AMCC 117 Little River SC 29566 Summit Healthcare Portfolio Wachovia 118 Garrisonville VA 22554 Wachovia 121 Lakewood CA 90713 Lakewood Marketplace Portfolio Wachovia 122 Plainville MA 02762 Extra Space Portfolio #4 Wachovia 123 Stoneham MA 02180 Extra Space Portfolio #4 Wachovia 124 Elmwood LA 70123 CWCapital 125 Lakewood CA 90713 Lakewood Marketplace Portfolio Wachovia 126 Carpinteria CA 93013 Orfalea-Carpinteria Office Portfolio AMCC 127 Fort Myers FL 33913 CWCapital 128 Largo FL 33771 Wachovia 129 Mooresville NC 28117 Summit Healthcare Portfolio Wachovia 130 Leesburg VA 20175 CWCapital 131 Leesburg VA 20175 CWCapital 132 Various PA Various AMCC 132.01 Ardmore PA 19003 132.02 Lower Gwynedd Township PA 19002 134 New Paltz NY 12561 Extra Space Portfolio #4 Wachovia 135 Various MA Various CWCapital 135.01 Duxbury MA 02332 135.02 Stoughton MA 02072 136 Norfolk VA 23517 CWCapital 137 Fairfax VA 22030 CWCapital 138 New Orleans LA 70130 CWCapital 139 Indianapolis IN 46237 Cole Portfolio Wachovia 141 Saint Helena CA 94574 Wachovia 142 Houston TX 77064 AMCC 143 Columbus OH 43230 Wachovia 144 Alexandria VA 22309 CWCapital 145 San Antonio TX 78217 CWCapital 146 Sacramento CA 95825 AMCC 148 Savannah GA 31419 AMCC 150 Littleton CO 80123 AMCC 151 Salt Lake City UT 84124 Wachovia 152 Manhattan KS 66502 Wachovia 153 Sandy UT 84070 Extra Space Portfolio #4 Wachovia 154 Tallahassee FL 32312 AMCC 155 Springfield VA 22150 CWCapital 156 Southington CT 06489 Wachovia 157 Lawndale CA 90260 CWCapital 158 Gladstone MO 64118 Wachovia 159 Everett MA 02149 Extra Space Portfolio #4 Wachovia 160 Issaquah WA 98027 AMCC 161 Nashville TN 37214 Wachovia 162 Nanuet NY 10954 AMCC 163 Shelby Township MI 48315 CWCapital 165 Kings Mountain NC 28086 Summit Healthcare Portfolio Wachovia 166 Olympia WA 98502 AMCC 167 Forest VA 24551 Wachovia 168 Derby KS 67037 Wachovia 169 Wilson NC 27895 Wachovia 170 Garden City KS 67846 Wachovia 171 Dodge City KS 67801 Wachovia 172 Escondido CA 92025 AMCC 173 Exton PA 19341 AMCC 174 Pittsburg KS 66762 Wachovia 175 New Brunswick NJ 08901 Wachovia 176 Houston TX 77072 AMCC 177 Great Bend KS 67530 Wachovia 178 Bangor ME 04401 Cole Portfolio Wachovia 179 Cary NC 27511 Wachovia 180 Philadelphia PA 19141 Cole Portfolio Wachovia 181 Blue Springs MO 64014 Wachovia 182 Marion IL 62959 Wachovia 185 Independence MO 64054 Cole Portfolio Wachovia 186 Various CT Various AMCC 186.01 Granby CT 06035 186.02 Bloomfield CT 06002 189 Coon Rapids MN 55448 AMCC 190 Murfreesboro TN 37130 Cole Portfolio Wachovia 191 Denver CO 80260 Extra Space Portfolio #4 Wachovia 192 Alexandria VA 22309 CWCapital 193 Marietta GA 30067 AMCC 194 Duncanville TX 75137 Cole Portfolio Wachovia 195 Brockton MA 02301 AMCC 196 Houston TX 77039 Wachovia 197 Plymouth MN 55441 AMCC 198 Federal Way WA 98003 Wachovia 199 West Valley City UT 84120 Extra Space Portfolio #4 Wachovia 200 Salt Lake City UT 84121 Wachovia 202 Eagan MN 55122 AMCC 203 Salem MA 01970 AMCC 205 Sandy UT 84070 Wachovia 206 Salt Lake City UT 84103 Wachovia 207 Angola IN 46703 Cole Portfolio Wachovia 208 Boardman OH 44512 Cole Portfolio Wachovia 209 Ashtabula OH 44004 Cole Portfolio Wachovia </TABLE> <TABLE> % OF AGGREGATE MORTGAGE CUT-OFF DATE % OF AGGREGATE CUT-OFF DATE LOAN GENERAL SPECIFIC ORIGINAL LOAN LOAN CUT-OFF DATE GROUP 1 NUMBER PROPERTY TYPE PROPERTY TYPE BALANCE ($) BALANCE ($) BALANCE BALANCE - ------------------------------------------------------------------------------------------------------------------------------------ 1 Special Purpose Merchandise Mart 205,000,000.00 204,416,548.26 5.58% 6.11% 2 Various Various 194,500,000.00 194,500,000.00 5.31% 5.81% 2.01 Industrial Warehouse 41,006,000.00 2.02 Office CBD 28,736,000.00 2.03 Office Suburban 27,811,000.00 2.04 Office CBD 24,030,200.00 2.05 Office CBD 18,000,000.00 2.06 Office Suburban 10,759,000.00 2.07 Office Suburban 10,240,000.00 2.08 Office CBD 7,000,000.00 2.09 Office Suburban 6,983,200.00 2.10 Office Suburban 6,130,600.00 2.11 Office Suburban 6,090,000.00 2.12 Office Suburban 3,248,000.00 2.13 Office Suburban 2,720,200.00 2.14 Office Suburban 1,745,800.00 3 Office Suburban 182,500,000.00 182,500,000.00 4.98% 5.46% 4 Office CBD 160,000,000.00 160,000,000.00 4.37% 4.78% 5 Retail Anchored 141,200,000.00 141,200,000.00 3.85% 4.22% 5.01 Retail Anchored 5.02 Retail Anchored 6 Mixed Use Multifamily - Office 140,000,000.00 140,000,000.00 3.82% 4.19% 7 Office CBD 115,000,000.00 115,000,000.00 3.14% 3.44% 8 Office Suburban 100,000,000.00 100,000,000.00 2.73% 2.99% 8.01 Office Suburban 8.02 Office Suburban 9 Office Suburban 86,500,000.00 86,500,000.00 2.36% 2.59% 10 Retail Anchored 85,000,000.00 85,000,000.00 2.32% 2.54% 11 Office Suburban 84,500,000.00 84,500,000.00 2.31% 2.53% 12 Hospitality Full Service 82,600,000.00 82,600,000.00 2.25% 2.47% 13 Office Suburban 67,100,000.00 67,100,000.00 1.83% 2.01% 14 Retail Anchored 60,000,000.00 60,000,000.00 1.64% 1.79% 15 Office CBD 60,000,000.00 59,813,869.53 1.63% 1.79% 16 Hospitality Full Service 57,400,000.00 57,400,000.00 1.57% 1.72% 17 Office Suburban 48,000,000.00 48,000,000.00 1.31% 1.43% 18 Retail Anchored 43,760,000.00 43,760,000.00 1.19% 1.31% 19 Office Suburban 41,700,000.00 41,700,000.00 1.14% 1.25% 20 Hospitality Limited Service 38,913,000.00 38,913,000.00 1.06% 1.16% 21 Office Suburban 37,400,000.00 37,400,000.00 1.02% 1.12% 22 Retail Anchored 34,160,000.00 34,160,000.00 0.93% 1.02% 23 Office Suburban 33,700,000.00 33,700,000.00 0.92% 1.01% 24 Office Flex 33,000,000.00 32,966,495.79 0.90% 0.99% 25 Retail Anchored 29,134,000.00 29,134,000.00 0.80% 0.87% 27 Retail Anchored 27,200,000.00 27,200,000.00 0.74% 0.81% 29 Office Suburban 24,000,000.00 24,000,000.00 0.66% 0.72% 32 Hospitality Full Service 22,961,597.51 22,961,597.51 0.63% 0.69% 33 Retail Anchored 22,400,000.00 22,400,000.00 0.61% 0.67% 34 Retail Anchored 22,279,000.00 22,279,000.00 0.61% 0.67% 35 Industrial Warehouse 21,731,250.00 21,731,250.00 0.59% 0.65% 36 Industrial Warehouse 21,443,250.00 21,443,250.00 0.59% 0.64% 38 Office Suburban 20,925,000.00 20,925,000.00 0.57% 0.63% 40 Industrial Flex 20,000,000.00 20,000,000.00 0.55% 0.60% 41 Retail Anchored 18,765,000.00 18,765,000.00 0.51% 0.56% 43 Industrial Warehouse 17,688,000.00 17,688,000.00 0.48% 0.53% 44 Industrial Warehouse 17,327,250.00 17,327,250.00 0.47% 0.52% 45 Retail Anchored 17,085,000.00 17,085,000.00 0.47% 0.51% 46 Retail Anchored 16,800,000.00 16,800,000.00 0.46% 0.50% 47 Retail Anchored 16,588,000.00 16,588,000.00 0.45% 0.50% 48 Self Storage Self Storage 16,400,000.00 16,400,000.00 0.45% 0.49% 49 Retail Anchored 16,300,000.00 16,300,000.00 0.44% 0.49% 50 Office Suburban 16,200,000.00 16,200,000.00 0.44% 0.48% 51 Industrial Warehouse - Office 16,000,000.00 16,000,000.00 0.44% 0.48% 52 Retail Anchored 16,000,000.00 16,000,000.00 0.44% 0.48% 53 Industrial Warehouse 15,883,500.00 15,883,500.00 0.43% 0.47% 55 Hospitality Limited Service 15,400,000.00 15,354,727.17 0.42% 0.46% 56 Retail Anchored 15,045,000.00 15,045,000.00 0.41% 0.45% 57 Industrial Warehouse 14,950,000.00 14,950,000.00 0.41% 0.45% 58 Retail Anchored 14,267,000.00 14,267,000.00 0.39% 0.43% 59 Retail Anchored 13,778,000.00 13,778,000.00 0.38% 0.41% 59.01 Retail Anchored 59.02 Retail Anchored 61 Retail Anchored 13,650,000.00 13,620,977.34 0.37% 0.41% 62 Office Suburban 13,575,000.00 13,575,000.00 0.37% 0.41% 63 Hospitality Full Service 13,500,000.00 13,500,000.00 0.37% 0.40% 64 Retail Anchored 13,200,000.00 13,200,000.00 0.36% 0.39% 64.01 Retail Anchored 6,799,980.00 64.02 Retail Anchored 6,400,020.00 65 Retail Anchored 13,011,000.00 13,011,000.00 0.36% 0.39% 67 Hospitality Extended Stay 12,300,000.00 12,265,522.96 0.33% 0.37% 68 Industrial Warehouse 12,201,750.00 12,201,750.00 0.33% 0.36% 69 Retail Anchored 12,093,000.00 12,093,000.00 0.33% 0.36% 70 Office Suburban 12,000,000.00 12,000,000.00 0.33% 0.36% 71 Parking Garage Parking Garage 12,000,000.00 12,000,000.00 0.33% 0.36% 74 Retail Anchored 11,500,000.00 11,500,000.00 0.31% 0.34% 76 Self Storage Self Storage 11,000,000.00 11,000,000.00 0.30% 0.33% 77 Retail Anchored 10,320,000.00 10,320,000.00 0.28% 0.31% 78 Retail Anchored 10,200,000.00 10,200,000.00 0.28% 0.30% 79 Office Flex 9,750,000.00 9,750,000.00 0.27% 0.29% 80 Retail Anchored 9,680,000.00 9,680,000.00 0.26% 0.29% 81 Retail Anchored 9,586,000.00 9,586,000.00 0.26% 0.29% 82 Self Storage Self Storage 9,500,000.00 9,500,000.00 0.26% 0.28% 83 Hospitality Limited Service 9,500,000.00 9,487,394.74 0.26% 0.28% 84 Retail Anchored 9,400,000.00 9,400,000.00 0.26% 0.28% 85 Office Suburban 9,375,000.00 9,355,024.47 0.26% 0.28% 86 Industrial Warehouse 9,000,000.00 8,980,447.36 0.25% 0.27% 87 Self Storage Self Storage 8,829,821.41 8,817,464.15 0.24% 0.26% 89 Office Flex 8,600,000.00 8,600,000.00 0.23% 0.26% 90 Office Suburban 8,500,000.00 8,491,094.35 0.23% 0.25% 91 Multifamily Conventional 8,450,000.00 8,441,375.54 0.23% 0.25% 92 Office Medical 8,400,000.00 8,382,665.91 0.23% 0.25% 93 Self Storage Self Storage 8,300,000.00 8,300,000.00 0.23% 0.25% 94 Hospitality Limited Service 8,000,000.00 7,989,282.60 0.22% 0.24% 95 Self Storage Self Storage 7,610,448.19 7,599,797.44 0.21% 0.23% 96 Self Storage Self Storage 7,529,684.44 7,519,146.71 0.21% 0.22% 97 Retail Shadow Anchored 7,500,000.00 7,500,000.00 0.20% 0.22% 99 Self Storage Self Storage 7,400,000.00 7,400,000.00 0.20% 0.22% 100 Self Storage Self Storage 7,208,076.20 7,197,988.56 0.20% 0.22% 101 Self Storage Self Storage 7,167,695.26 7,157,664.13 0.20% 0.21% 102 Hospitality Limited Service 6,900,000.00 6,880,725.47 0.19% 0.21% 103 Mixed Use Office/Retail 6,850,000.00 6,830,548.90 0.19% 0.20% 104 Office Medical 6,800,000.00 6,800,000.00 0.19% 0.20% 105 Self Storage Self Storage 6,700,000.00 6,700,000.00 0.18% 0.20% 106 Self Storage Self Storage 6,700,000.00 6,700,000.00 0.18% 0.20% 108 Self Storage Self Storage 6,654,274.50 6,644,961.91 0.18% 0.20% 110 Retail Anchored 6,520,000.00 6,494,663.10 0.18% 0.19% 111 Various Various 6,500,000.00 6,492,929.15 0.18% 0.19% 111.01 Mixed Use Office/Retail 4,500,000.00 112 Retail Unanchored 6,500,000.00 6,471,529.55 0.18% 0.19% 113 Industrial Warehouse 6,450,000.00 6,440,177.56 0.18% 0.19% 114 Self Storage Self Storage 6,200,000.00 6,200,000.00 0.17% 0.19% 115 Office Medical 6,000,000.00 6,000,000.00 0.16% 0.18% 117 Healthcare Assisted Living 5,600,000.00 5,600,000.00 0.15% 0.17% 118 Retail Shadow Anchored 5,600,000.00 5,594,765.22 0.15% 0.17% 121 Retail Unanchored 5,460,000.00 5,460,000.00 0.15% 0.16% 122 Self Storage Self Storage 5,400,000.00 5,400,000.00 0.15% 0.16% 123 Self Storage Self Storage 5,400,000.00 5,400,000.00 0.15% 0.16% 124 Industrial Warehouse 5,400,000.00 5,391,686.65 0.15% 0.16% 125 Retail Unanchored 5,340,000.00 5,340,000.00 0.15% 0.16% 126 Office Suburban 5,300,000.00 5,300,000.00 0.14% 0.16% 127 Industrial Flex Industrial 5,275,000.00 5,275,000.00 0.14% 0.16% 128 Healthcare Assisted Living 5,200,000.00 5,194,470.96 0.14% 0.16% 129 Healthcare Assisted Living 5,150,000.00 5,150,000.00 0.14% 0.15% 130 Retail Unanchored 5,100,000.00 5,077,661.64 0.14% 0.15% 131 Office Suburban 5,075,000.00 5,075,000.00 0.14% 0.15% 132 Various Various 5,000,000.00 5,000,000.00 0.14% 0.15% 132.01 Office Suburban 132.02 Retail Unanchored 134 Self Storage Self Storage 5,000,000.00 5,000,000.00 0.14% 0.15% 135 Office Various 5,000,000.00 4,990,060.40 0.14% 0.15% 135.01 Office Medical 3,325,000.00 135.02 Office Suburban 1,675,000.00 136 Retail Unanchored 4,800,000.00 4,800,000.00 0.13% 0.14% 137 Office Flex 4,800,000.00 4,787,005.76 0.13% 0.14% 138 Industrial Warehouse 4,640,000.00 4,632,830.81 0.13% 0.14% 139 Office Suburban 4,615,000.00 4,615,000.00 0.13% 0.14% 141 Office Suburban 4,500,000.00 4,500,000.00 0.12% 0.13% 142 Office Suburban 4,400,000.00 4,395,647.71 0.12% 0.13% 143 Retail Anchored 4,365,000.00 4,360,970.30 0.12% 0.13% 144 Retail Unanchored 4,350,000.00 4,330,946.73 0.12% 0.13% 145 Retail Unanchored 4,300,000.00 4,300,000.00 0.12% 0.13% 146 Hospitality Limited Service 4,500,000.00 4,213,264.82 0.11% 0.13% 148 Hospitality Limited Service 4,200,000.00 4,194,155.26 0.11% 0.13% 150 Retail Unanchored 4,150,000.00 4,150,000.00 0.11% 0.12% 151 Office Suburban 4,025,000.00 4,025,000.00 0.11% 0.12% 152 Retail Anchored 4,000,000.00 4,000,000.00 0.11% 0.12% 153 Self Storage Self Storage 4,000,000.00 4,000,000.00 0.11% 0.12% 154 Office Suburban 4,000,000.00 3,996,110.29 0.11% 0.12% 155 Retail Anchored 4,000,000.00 3,982,479.73 0.11% 0.12% 156 Retail Anchored 3,981,000.00 3,981,000.00 0.11% 0.12% 157 Retail Anchored 3,900,000.00 3,794,357.23 0.10% 0.11% 158 Retail Anchored 3,794,000.00 3,794,000.00 0.10% 0.11% 159 Self Storage Self Storage 3,750,000.00 3,750,000.00 0.10% 0.11% 160 Office Suburban 3,720,000.00 3,712,648.24 0.10% 0.11% 161 Retail Anchored 3,692,000.00 3,692,000.00 0.10% 0.11% 162 Hospitality Limited Service 3,600,000.00 3,600,000.00 0.10% 0.11% 163 Retail Anchored 3,575,000.00 3,567,739.23 0.10% 0.11% 165 Healthcare Assisted Living 3,550,000.00 3,550,000.00 0.10% 0.11% 166 Retail Unanchored 3,500,000.00 3,493,007.46 0.10% 0.10% 167 Retail Anchored 3,340,000.00 3,330,006.41 0.09% 0.10% 168 Retail Anchored 3,322,000.00 3,322,000.00 0.09% 0.10% 169 Healthcare Assisted Living 3,300,000.00 3,296,514.71 0.09% 0.10% 170 Retail Anchored 3,211,000.00 3,211,000.00 0.09% 0.10% 171 Retail Anchored 3,210,000.00 3,210,000.00 0.09% 0.10% 172 Office Suburban 3,200,000.00 3,200,000.00 0.09% 0.10% 173 Retail Unanchored 2,900,000.00 2,897,152.29 0.08% 0.09% 174 Retail Anchored 2,834,000.00 2,834,000.00 0.08% 0.08% 175 Mixed Use Multifamily/Retail 2,800,000.00 2,800,000.00 0.08% 0.08% 176 Office Flex 2,800,000.00 2,800,000.00 0.08% 0.08% 177 Retail Anchored 2,773,000.00 2,773,000.00 0.08% 0.08% 178 Retail Unanchored 2,763,000.00 2,763,000.00 0.08% 0.08% 179 Office Suburban 2,700,000.00 2,700,000.00 0.07% 0.08% 180 Retail Unanchored 2,691,000.00 2,691,000.00 0.07% 0.08% 181 Retail Anchored 2,680,000.00 2,680,000.00 0.07% 0.08% 182 Retail Anchored 2,665,000.00 2,665,000.00 0.07% 0.08% 185 Retail Anchored 2,521,000.00 2,521,000.00 0.07% 0.08% 186 Various Various 2,500,000.00 2,493,458.02 0.07% 0.07% 186.01 Retail Shadow Anchored 186.02 Office Suburban 189 Retail Unanchored 2,360,000.00 2,357,810.36 0.06% 0.07% 190 Retail Unanchored 2,303,000.00 2,303,000.00 0.06% 0.07% 191 Self Storage Self Storage 2,250,000.00 2,250,000.00 0.06% 0.07% 192 Retail Unanchored 2,200,000.00 2,190,363.85 0.06% 0.07% 193 Retail Unanchored 2,150,000.00 2,147,985.21 0.06% 0.06% 194 Retail Anchored 2,137,000.00 2,137,000.00 0.06% 0.06% 195 Retail Anchored 2,100,000.00 2,090,549.69 0.06% 0.06% 196 Retail Anchored 2,055,000.00 2,055,000.00 0.06% 0.06% 197 Retail Unanchored 2,050,000.00 2,046,148.10 0.06% 0.06% 198 Office Suburban 2,042,000.00 2,040,157.09 0.06% 0.06% 199 Self Storage Self Storage 2,000,000.00 2,000,000.00 0.05% 0.06% 200 Self Storage Self Storage 1,700,000.00 1,692,144.95 0.05% 0.05% 202 Retail Anchored 1,500,000.00 1,495,788.26 0.04% 0.04% 203 Retail Unanchored 1,500,000.00 1,494,729.82 0.04% 0.04% 205 Self Storage Self Storage 1,300,000.00 1,293,993.21 0.04% 0.04% 206 Self Storage Self Storage 1,000,000.00 995,379.39 0.03% 0.03% 207 Retail Anchored 709,000.00 709,000.00 0.02% 0.02% 208 Retail Anchored 595,000.00 595,000.00 0.02% 0.02% 209 Retail Anchored 493,000.00 493,000.00 0.01% 0.01% </TABLE> <TABLE> MORTGAGE INTEREST LOAN LOAN ADMINISTRATIVE ACCRUAL NUMBER ORIGINATION DATE FIRST PAY DATE MATURITY DATE OR ARD MORTGAGE RATE COST RATE METHOD - ------------------------------------------------------------------------------------------------------------------------------------ 1 05/02/05 06/11/05 05/11/15 5.7200% 0.03045% Actual/360 2 06/08/05 07/11/05 06/11/15 5.4600% 0.02045% Actual/360 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 3 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 4 07/01/05 08/11/05 07/11/15 5.0000% 0.02045% Actual/360 5 06/30/05 08/11/05 07/11/15 5.7800% 0.02045% Actual/360 5.01 5.02 6 07/21/05 09/11/05 08/11/15 5.1300% 0.02045% Actual/360 7 06/24/05 08/11/05 07/11/12 5.1800% 0.02045% Actual/360 8 07/14/05 09/10/05 08/10/15 4.8400% 0.02045% Actual/360 8.01 8.02 9 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 10 06/14/05 08/11/05 07/11/15 4.8100% 0.02045% Actual/360 11 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 12 06/23/05 08/11/05 07/11/15 5.3000% 0.02045% Actual/360 13 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 14 07/01/05 08/06/05 07/06/15 4.7800% 0.02045% Actual/360 15 04/22/05 06/11/05 12/11/11 5.3385% 0.02045% Actual/360 16 06/23/05 08/11/05 07/11/15 5.4000% 0.02045% Actual/360 17 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 18 07/27/05 09/11/05 06/11/15 5.0900% 0.02045% Actual/360 19 05/27/05 07/11/05 06/11/15 5.3300% 0.02045% Actual/360 20 06/16/05 08/11/05 07/11/15 5.3500% 0.02045% Actual/360 21 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 22 07/01/05 08/11/05 07/11/15 5.1200% 0.02045% Actual/360 23 07/27/05 09/11/05 07/11/15 5.3000% 0.02045% 30/360 24 06/27/05 08/01/05 07/01/15 5.1920% 0.04045% Actual/360 25 06/17/05 08/11/05 07/11/10 5.0600% 0.02045% Actual/360 27 06/15/05 08/11/05 07/11/11 5.0600% 0.02045% Actual/360 29 07/27/05 09/11/05 07/11/15 5.3400% 0.02045% 30/360 32 07/22/05 09/11/05 06/11/15 5.8935% 0.02045% Actual/360 33 06/09/05 07/11/05 06/11/15 5.1200% 0.02045% Actual/360 34 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 35 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 36 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 38 06/29/05 08/11/05 05/11/13 5.2400% 0.02045% Actual/360 40 07/27/05 09/11/05 08/11/15 5.8200% 0.02045% Actual/360 41 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 43 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 44 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 45 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 46 06/15/05 08/11/05 07/11/11 5.0600% 0.02045% Actual/360 47 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 48 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 49 06/02/05 07/11/05 06/11/15 5.3300% 0.04045% Actual/360 50 06/16/05 08/11/05 07/11/15 5.2500% 0.02045% Actual/360 51 06/20/05 08/11/05 07/11/15 5.2900% 0.02045% Actual/360 52 06/07/05 07/11/05 06/11/15 5.3400% 0.02045% Actual/360 53 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 55 06/10/05 07/11/05 06/11/10 5.5600% 0.02045% Actual/360 56 06/15/05 08/11/05 07/11/10 5.0600% 0.02045% Actual/360 57 07/26/05 09/11/05 08/11/15 5.3900% 0.02045% Actual/360 58 06/15/05 08/11/05 07/11/10 5.0600% 0.02045% Actual/360 59 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 59.01 59.02 61 06/09/05 07/11/05 06/11/15 5.3100% 0.02045% Actual/360 62 06/29/05 08/11/05 05/11/13 5.2400% 0.02045% Actual/360 63 07/18/05 09/11/05 08/11/12 5.5400% 0.02045% Actual/360 64 03/29/05 05/01/05 04/01/15 5.6410% 0.04045% Actual/360 64.01 64.02 65 06/15/05 08/11/05 07/11/11 5.0600% 0.02045% Actual/360 67 06/01/05 07/11/05 06/11/15 5.8400% 0.02045% Actual/360 68 07/14/05 09/01/05 08/01/15 5.2600% 0.04045% Actual/360 69 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 70 06/13/05 08/11/05 07/11/10 4.9700% 0.02045% Actual/360 71 07/15/05 09/01/05 08/01/15 5.1700% 0.04045% Actual/360 74 06/08/05 07/11/05 06/11/10 4.9500% 0.02045% Actual/360 76 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 77 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 78 06/17/05 08/11/05 07/11/11 5.0600% 0.02045% Actual/360 79 06/01/05 07/11/05 06/11/15 5.3300% 0.11045% Actual/360 80 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 81 06/15/05 08/11/05 07/11/12 5.1600% 0.02045% Actual/360 82 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 83 06/13/05 08/11/05 07/11/15 5.8000% 0.02045% Actual/360 84 06/02/05 07/11/05 06/11/15 5.3300% 0.04045% Actual/360 85 06/07/05 07/11/05 06/11/15 5.3000% 0.02045% Actual/360 86 07/08/05 08/11/05 07/11/12 5.4000% 0.02045% Actual/360 87 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 89 07/15/05 09/01/05 08/01/15 5.2300% 0.06045% Actual/360 90 06/20/05 08/11/05 07/11/12 5.0600% 0.02045% Actual/360 91 07/11/05 08/11/05 07/11/15 5.1700% 0.02045% Actual/360 92 06/08/05 07/11/05 06/11/15 5.4500% 0.02045% Actual/360 93 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 94 06/13/05 08/11/05 07/11/15 5.7500% 0.02045% Actual/360 95 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 96 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 97 06/22/05 08/01/05 07/01/15 5.4790% 0.06045% Actual/360 99 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 100 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 101 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 102 06/01/05 07/11/05 06/11/15 5.8600% 0.02045% Actual/360 103 05/03/05 06/11/05 05/11/15 5.7300% 0.11045% Actual/360 104 07/12/05 09/11/05 08/11/15 5.2400% 0.02045% Actual/360 105 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 106 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 108 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 110 03/15/05 05/11/05 04/11/15 5.7500% 0.02045% Actual/360 111 06/24/05 08/11/05 07/11/15 4.9000% 0.02045% Actual/360 111.01 112 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 113 06/30/05 08/01/05 07/01/15 5.0630% 0.06045% Actual/360 114 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 115 07/12/05 09/11/05 08/11/15 5.2400% 0.02045% Actual/360 117 06/30/05 08/11/05 07/11/15 5.6600% 0.02045% Actual/360 118 06/13/05 08/11/05 07/11/15 5.5300% 0.02045% Actual/360 121 06/02/05 07/11/05 06/11/15 5.3300% 0.04045% Actual/360 122 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 123 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 124 06/30/05 08/01/05 07/01/15 5.0030% 0.06045% Actual/360 125 06/02/05 07/11/05 06/11/15 5.3300% 0.04045% Actual/360 126 06/16/05 08/11/05 07/11/15 5.2500% 0.02045% Actual/360 127 04/19/05 06/01/05 05/01/15 5.6520% 0.06045% Actual/360 128 06/30/05 08/11/05 07/11/15 5.8500% 0.02045% Actual/360 129 06/30/05 08/11/05 07/11/15 5.6600% 0.02045% Actual/360 130 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 131 05/27/05 07/01/05 06/01/10 5.4390% 0.06045% Actual/360 132 08/01/05 09/11/05 08/11/15 5.4300% 0.02045% Actual/360 132.01 132.02 134 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 135 05/26/05 07/01/05 06/01/15 5.6230% 0.06045% Actual/360 135.01 135.02 136 04/26/05 06/01/05 05/01/15 5.8660% 0.06045% Actual/360 137 04/26/05 06/01/05 05/01/15 5.9360% 0.06045% Actual/360 138 06/30/05 08/01/05 07/01/15 4.9830% 0.06045% Actual/360 139 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 141 07/21/05 09/11/05 08/11/15 5.3100% 0.02045% Actual/360 142 06/30/05 08/11/05 07/11/15 5.3000% 0.02045% Actual/360 143 06/20/05 08/11/05 07/11/15 5.5800% 0.02045% Actual/360 144 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 145 05/16/05 07/07/05 06/07/15 5.4350% 0.06045% Actual/360 146 07/01/02 09/01/02 08/01/12 8.1500% 0.02045% Actual/360 148 06/13/05 08/11/05 07/11/15 5.5500% 0.08045% Actual/360 150 05/25/05 07/11/05 06/11/15 5.7900% 0.02045% Actual/360 151 06/14/05 08/11/05 07/11/15 5.5900% 0.02045% Actual/360 152 06/01/05 07/11/05 06/11/15 5.4000% 0.02045% 30/360 153 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 154 06/30/05 08/11/05 07/11/15 5.3700% 0.02045% Actual/360 155 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 156 04/08/05 05/11/05 04/11/15 4.9100% 0.02045% Actual/360 157 12/31/03 02/01/04 01/01/14 6.0500% 0.06045% Actual/360 158 04/23/05 06/11/05 05/11/15 5.3200% 0.02045% Actual/360 159 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 160 05/12/05 07/11/05 06/11/15 5.6500% 0.02045% Actual/360 161 04/23/05 06/11/05 05/11/15 4.9900% 0.02045% Actual/360 162 08/05/05 09/11/05 08/11/15 5.9700% 0.02045% Actual/360 163 05/16/05 07/01/05 06/01/15 5.5240% 0.06045% Actual/360 165 06/30/05 08/11/05 07/11/15 5.6600% 0.02045% Actual/360 166 05/26/05 07/11/05 06/11/15 5.6000% 0.02045% Actual/360 167 05/09/05 06/11/05 05/11/15 5.5000% 0.02045% Actual/360 168 04/23/05 06/11/05 05/11/15 4.9600% 0.02045% Actual/360 169 06/28/05 08/11/05 07/11/15 5.8800% 0.02045% Actual/360 170 04/23/05 06/11/05 05/11/15 4.9600% 0.02045% Actual/360 171 06/01/05 07/11/05 06/11/15 5.4000% 0.02045% 30/360 172 05/12/05 07/11/05 06/11/15 5.3100% 0.02045% Actual/360 173 07/05/05 08/11/05 07/11/15 5.3300% 0.02045% Actual/360 174 04/23/05 06/11/05 05/11/15 4.9000% 0.02045% Actual/360 175 05/26/05 07/11/05 06/11/10 5.2500% 0.02045% Actual/360 176 07/13/05 09/11/05 08/11/15 5.3700% 0.02045% Actual/360 177 04/23/05 06/11/05 05/11/15 5.0300% 0.02045% Actual/360 178 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 179 07/18/05 09/11/05 08/11/15 5.3700% 0.02045% Actual/360 180 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 181 04/23/05 06/11/05 05/11/15 4.9300% 0.02045% Actual/360 182 02/23/05 04/11/05 03/11/15 4.9000% 0.02045% Actual/360 185 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 186 05/09/05 07/11/05 06/11/15 5.3600% 0.02045% Actual/360 186.01 186.02 189 06/12/05 08/11/05 07/11/15 5.5600% 0.02045% Actual/360 190 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 191 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 192 03/16/05 05/01/05 04/01/15 5.1910% 0.06045% Actual/360 193 06/16/05 08/11/05 07/11/15 5.5200% 0.02045% Actual/360 194 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 195 06/01/05 07/11/05 06/11/17 5.4100% 0.02045% Actual/360 196 04/23/05 06/11/05 05/11/15 4.9000% 0.02045% Actual/360 197 05/16/05 07/11/05 06/11/15 5.8800% 0.02045% Actual/360 198 06/21/05 08/11/05 07/11/15 5.6700% 0.02045% Actual/360 199 07/14/05 09/11/05 08/11/10 5.2600% 0.02045% Actual/360 200 05/27/05 07/11/05 06/11/15 5.2000% 0.02045% Actual/360 202 05/27/05 07/11/05 06/11/15 5.8300% 0.02045% Actual/360 203 06/09/05 08/11/05 07/11/20 5.3900% 0.02045% Actual/360 205 05/27/05 07/11/05 06/11/15 5.2000% 0.02045% Actual/360 206 05/27/05 07/11/05 06/11/15 5.2000% 0.02045% Actual/360 207 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 208 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 209 07/11/05 08/11/05 07/11/10 5.4000% 0.02045% Actual/360 </TABLE> <TABLE> INTEREST REMAINING MORTGAGE ACCURAL ORIGINAL TERM TERM TO REMAINING LOAN METHOD TO MATURITY OR MATURITY OR REMAINING IO ORIGINAL AMORT AMORT TERM MONTHLY P&I NUMBER DURING IO ARD (MOS.) ARD (MOS.) PERIOD (MOS.) TERM (MOS.) (MOS.) PAYMENTS ($) - ----------------------------------------------------------------------------------------------------------------------------------- 1 120 117 360 357 1,192,420.36 2 Actual/360 120 118 58 360 360 1,099,473.27 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 3 Actual/360 60 59 59 IO IO IO 4 Actual/360 120 119 119 IO IO IO 5 Actual/360 120 119 11 360 360 826,697.81 5.01 5.02 6 Actual/360 120 120 120 IO IO IO 7 Actual/360 84 83 35 360 360 630,057.44 8 Actual/360 120 120 36 360 360 527,085.86 8.01 8.02 9 Actual/360 60 59 59 IO IO IO 10 Actual/360 120 119 119 IO IO IO 11 Actual/360 60 59 59 IO IO IO 12 Actual/360 120 119 119 IO IO IO 13 Actual/360 60 59 59 IO IO IO 14 Actual/360 120 119 119 IO IO IO 15 79 76 360 357 334,618.74 16 Actual/360 120 119 47 360 360 322,318.67 17 Actual/360 60 59 59 IO IO IO 18 Actual/360 118 118 36 360 360 237,326.00 19 Actual/360 120 118 22 Varies Varies Steps 20 Actual/360 120 119 59 360 360 217,295.52 21 Actual/360 60 59 59 IO IO IO 22 Actual/360 120 119 23 360 360 185,891.67 23 30/360 119 119 119 IO IO IO 24 120 119 360 359 181,043.54 25 Actual/360 60 59 59 IO IO IO 27 Actual/360 72 71 71 IO IO IO 29 30/360 119 119 119 IO IO IO 32 118 118 300 300 146,450.40 33 Actual/360 120 118 10 360 360 121,896.18 34 Actual/360 84 83 83 IO IO IO 35 Actual/360 120 120 24 360 360 120,135.40 36 Actual/360 120 120 24 360 360 118,543.27 38 Actual/360 94 93 23 Varies Varies Steps 40 120 120 264 264 134,495.75 41 Actual/360 84 83 83 IO IO IO 43 Actual/360 120 120 24 360 360 97,783.38 44 Actual/360 120 120 24 360 360 95,789.07 45 Actual/360 84 83 83 IO IO IO 46 Actual/360 72 71 71 IO IO IO 47 Actual/360 84 83 83 IO IO IO 48 Actual/360 60 60 60 IO IO IO 49 Actual/360 120 118 58 360 360 90,818.56 50 Actual/360 120 119 35 360 360 89,457.00 51 Actual/360 120 119 35 360 360 88,749.41 52 Actual/360 120 118 22 360 360 89,246.60 53 Actual/360 120 120 24 360 360 87,807.68 55 60 58 300 298 95,122.07 56 Actual/360 60 59 59 IO IO IO 57 120 120 360 360 83,855.56 58 Actual/360 60 59 59 IO IO IO 59 Actual/360 84 83 83 IO IO IO 59.01 59.02 61 120 118 360 358 75,883.87 62 Actual/360 94 93 29 Varies Varies Steps 63 Actual/360 84 84 42 360 360 76,990.66 64 Actual/360 120 116 20 280 280 84,881.80 64.01 64.02 65 Actual/360 72 71 71 IO IO IO 67 120 118 300 298 78,050.45 68 Actual/360 120 120 24 360 360 67,454.11 69 Actual/360 84 83 83 IO IO IO 70 Actual/360 60 59 59 IO IO IO 71 120 120 300 300 71,344.48 74 Actual/360 60 58 22 360 360 61,383.55 76 Actual/360 60 60 60 IO IO IO 77 Actual/360 84 83 83 IO IO IO 78 Actual/360 72 71 71 IO IO IO 79 Actual/360 120 118 58 360 360 54,323.99 80 Actual/360 84 83 83 IO IO IO 81 Actual/360 84 83 83 IO IO IO 82 Actual/360 60 60 60 IO IO IO 83 120 119 300 299 60,052.48 84 Actual/360 120 118 58 360 360 52,373.90 85 120 118 360 358 52,059.81 86 84 83 240 239 61,402.64 87 120 119 300 299 54,328.34 89 120 120 360 360 47,383.04 90 84 83 360 359 45,942.04 91 120 119 360 359 46,243.39 92 120 118 360 358 47,431.10 93 Actual/360 60 60 60 IO IO IO 94 120 119 300 299 50,328.51 95 120 119 300 299 46,825.75 96 120 119 300 299 46,328.83 97 Actual/360 120 119 35 360 360 42,485.41 99 Actual/360 60 60 60 IO IO IO 100 120 119 300 299 44,350.03 101 120 119 300 299 44,101.57 102 120 118 300 298 43,868.18 103 120 117 360 357 39,887.75 104 Actual/360 120 120 36 360 360 37,507.75 105 Actual/360 60 60 60 IO IO IO 106 Actual/360 60 60 60 IO IO IO 108 120 119 300 299 40,942.58 110 120 116 360 356 38,048.95 111 120 119 360 359 34,497.24 111.01 112 120 116 360 356 35,656.08 113 120 119 300 299 37,943.19 114 Actual/360 60 60 60 IO IO IO 115 Actual/360 120 120 36 360 360 33,095.07 117 Actual/360 120 119 23 336 336 33,255.86 118 120 119 360 359 31,901.67 121 Actual/360 120 118 58 360 360 30,421.43 122 Actual/360 60 60 60 IO IO IO 123 Actual/360 60 60 60 IO IO IO 124 120 119 300 299 31,577.30 125 Actual/360 120 118 58 360 360 29,752.83 126 Actual/360 120 119 35 360 360 29,266.80 127 Actual/360 120 117 21 360 360 30,455.86 128 120 119 330 329 31,724.04 129 Actual/360 120 119 23 336 336 30,583.51 130 120 116 360 356 27,976.31 131 Actual/360 60 58 58 IO IO IO 132 Actual/360 120 120 24 360 360 28,170.25 132.01 132.02 134 Actual/360 60 60 60 IO IO IO 135 120 118 360 358 28,776.51 135.01 135.02 136 Actual/360 120 117 9 360 360 28,366.21 137 120 117 360 357 28,581.22 138 120 119 300 299 27,079.04 139 Actual/360 60 59 59 IO IO IO 141 Actual/360 120 120 24 360 360 25,016.66 142 120 119 360 359 24,433.40 143 120 119 360 359 25,003.53 144 120 116 360 356 23,862.14 145 Actual/360 120 118 22 360 360 24,239.85 146 120 84 240 204 38,060.98 148 120 119 300 299 25,917.24 150 Actual/360 120 118 22 360 360 24,323.83 151 Actual/360 120 119 35 360 360 23,081.30 152 30/360 120 118 118 IO IO IO 153 Actual/360 60 60 60 IO IO IO 154 120 119 360 359 22,386.38 155 120 116 360 356 21,942.20 156 Actual/360 120 116 116 IO IO IO 157 120 101 300 281 25,247.09 158 Actual/360 120 117 117 IO IO IO 159 Actual/360 60 60 60 IO IO IO 160 120 118 360 358 21,473.17 161 Actual/360 120 117 117 IO IO IO 162 120 120 264 264 24,526.90 163 120 118 360 358 20,352.32 165 Actual/360 120 119 23 336 336 21,081.84 166 120 118 360 358 20,092.76 167 120 117 360 357 18,964.15 168 Actual/360 120 117 117 IO IO IO 169 120 119 330 329 20,194.29 170 Actual/360 120 117 117 IO IO IO 171 30/360 120 118 118 IO IO IO 172 Actual/360 120 118 10 360 360 17,789.63 173 120 119 360 359 16,157.90 174 Actual/360 120 117 117 IO IO IO 175 Actual/360 60 58 58 IO IO IO 176 120 120 360 360 15,670.47 177 Actual/360 120 117 117 IO IO IO 178 Actual/360 60 59 59 IO IO IO 179 Actual/360 120 120 24 360 360 15,110.81 180 Actual/360 60 59 59 IO IO IO 181 Actual/360 120 117 117 IO IO IO 182 Actual/360 120 115 115 IO IO IO 185 Actual/360 60 59 59 IO IO IO 186 120 118 324 322 14,615.81 186.01 186.02 189 120 119 360 359 13,488.80 190 Actual/360 60 59 59 IO IO IO 191 Actual/360 60 60 60 IO IO IO 192 120 116 360 356 12,068.21 193 120 119 360 359 12,234.46 194 Actual/360 60 59 59 IO IO IO 195 144 142 240 238 14,339.10 196 Actual/360 120 117 117 IO IO IO 197 120 118 360 358 12,133.08 198 120 119 360 359 11,812.98 199 Actual/360 60 60 60 IO IO IO 200 120 118 240 238 11,407.92 202 120 118 300 298 9,509.25 203 180 179 180 179 12,232.26 205 120 118 240 238 8,723.70 206 120 118 240 238 6,710.54 207 Actual/360 60 59 59 IO IO IO 208 Actual/360 60 59 59 IO IO IO 209 Actual/360 60 59 59 IO IO IO </TABLE> <TABLE> MATURITY MORTGAGE DATE OR LOAN ARD BALLOON ARD NUMBER BALANCE ($) LOAN PREPAYMENT PROVISIONS - ------------------------------------------------------------------------------------------------------------------------------------ 1 172,415,194.60 N GRTR1%orYM(27),D(89),O(4) 2 180,596,827.85 N L(26),D(93),O(1) 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 3 182,500,000.00 N GRTR1%orYM(56),O(4) 4 160,000,000.00 Y L(25),D(91),O(4) 5 121,829,368.30 N L(25),D(91),O(4) 5.01 5.02 6 140,000,000.00 N L(24),D(93),O(3) 7 108,265,677.23 N L(25),D(56),O(3) 8 88,202,013.75 N L(24),D(93),O(3) 8.01 8.02 9 86,500,000.00 N GRTR1%orYM(56),O(4) 10 85,000,000.00 N L(23),GRTR1%orYM(36),LSSR5%orYM(12),LSSR4%orYM(12),LSSR3%orYM(12),LSSR2%orYM(12),LSSR1%orYM(7),O(6) 11 84,500,000.00 N GRTR1%orYM(56),O(4) 12 82,600,000.00 N L(25),D(91),O(4) 13 67,100,000.00 N GRTR1%orYM(56),O(4) 14 60,000,000.00 N L(25),D(88),O(7) 15 53,966,631.93 N L(27),D(48),O(4) 16 52,275,760.00 N L(25),D(91),O(4) 17 48,000,000.00 N GRTR1%orYM(56),O(4) 18 38,948,052.26 N L(24),D(91),O(3) 19 36,500,000.00 Y L(26),D(91),O(3) 20 36,075,272.25 N GRTR1%orYM+ 3%(11),GRTR1%orYM(105),O(4) 21 37,400,000.00 N GRTR1%orYM(56),O(4) 22 29,650,327.07 N L(25),D(92),O(3) 23 33,700,000.00 Y L(24),D(92),O(3) 24 27,363,324.12 N L(25),D(91),O(4) 25 29,134,000.00 N L(36),GRTR1%orYM or D(20),O(4) 27 27,200,000.00 N L(36),YM1% or D(32),O(4) 29 24,000,000.00 Y L(24),D(92),O(3) 32 17,830,952.76 N L(24),D(91),O(3) 33 18,976,980.43 N L(36),D(81),O(3) 34 22,279,000.00 N L(36),GRTR1%orYM or D(44),O(4) 35 18,961,166.48 N L(24),D(92),O(4) 36 18,709,877.70 N L(24),D(92),O(4) 38 18,500,000.00 Y L(25),D(66),O(3) 40 14,116,203.84 N L(24),D(93),O(3) 41 18,765,000.00 N L(36),GRTR1%orYM or D(44),O(4) 43 15,433,309.04 N L(24),D(92),O(4) 44 15,118,543.91 N L(24),D(92),O(4) 45 17,085,000.00 N L(36),GRTR 1%orYM or D(44),O(4) 46 16,800,000.00 N L(36),GRTR 1%orYM or D(32),O(4) 47 16,588,000.00 N L(36),GRTR 1%orYM or D(44),O(4) 48 16,400,000.00 N L(24),D(33),O(3) 49 15,106,536.74 N L(26),D(87),O(7) 50 14,417,111.96 N L(36),GRTR1%orYM(81),O(3) 51 14,251,172.49 N L(36),GRTR1%orYM(81),O(3) 52 13,962,806.49 N L(26),D(91),O(3) 53 13,858,829.35 N L(24),D(92),O(4) 55 13,828,377.26 N L(26),D(31),O(3) 56 15,045,000.00 N L(36),GRTR1%orYM or D(20),O(4) 57 12,444,841.56 N L(24),D(93),O(3) 58 14,267,000.00 N L(36),GRTR1%orYM or D(20),O(4) 59 13,778,000.00 N L(36),GRTR1%orYM or D(44),O(4) 59.01 59.02 61 11,334,308.90 N L(48),D(67),O(5) 62 12,000,000.00 Y L(25),D(66),O(3) 63 12,859,430.87 N GRTR1%orYM+ 3%(11),GRTR1% or YM(69),O(4) 64 10,573,045.25 N L(28),D(85),O(7) 64.01 64.02 65 13,011,000.00 N L(36),GRTR1%orYM or D(32),O(4) 67 9,472,940.52 N L(26),D(91),O(3) 68 10,646,392.19 N L(24),D(92),O(4) 69 12,093,000.00 N L(36),GRTR1%orYM or D(44),O(4) 70 12,000,000.00 N GRTR1%orYM(56),O(4) 71 9,058,114.96 N L(24),D(92),O(4) 74 10,986,779.47 N L(24),GRTR1%orYM(33),O(3) 76 11,000,000.00 N L(24),D(33),O(3) 77 10,320,000.00 N L(36),GRTR1%orYM or D(44),O(4) 78 10,200,000.00 N L(36),GRTR1%orYM or D(32),O(4) 79 9,036,118.29 N L(48),GRTR1%orYM(68),O(4) 80 9,680,000.00 N L(36),GRTR1%orYM or D(44),O(4) 81 9,586,000.00 N L(36),GRTR1%orYM or D(44),O(4) 82 9,500,000.00 N L(24),D(33),O(3) 83 7,307,180.08 N L(25),D(92),O(3) 84 8,711,744.67 N L(26),D(87),O(7) 85 7,782,088.63 N L(26),D(91),O(3) 86 6,926,884.66 Y L(25),D(34),O(25) 87 6,749,368.34 N L(25),D(88),O(7) 89 7,137,998.53 N L(24),D(92),O(4) 90 7,534,976.06 N L(25),D(34),1.0%(13),0.25%(9),O(3) 91 6,985,694.53 N L(49),GRTR2%orYM(60),YM(8),O(3) 92 7,005,699.87 N L(26),D(91),O(3) 93 8,300,000.00 N L(24),D(33),O(3) 94 6,142,852.94 N L(25),D(92),O(3) 95 5,817,299.77 N L(25),D(88),O(7) 96 5,755,565.30 N L(25),D(88),O(7) 97 6,718,445.30 N L(25),D(91),O(4) 99 7,400,000.00 N L(24),D(33),O(3) 100 5,509,733.32 N L(25),D(88),O(7) 101 5,478,866.81 N L(25),D(88),O(7) 102 5,317,717.07 N L(26),D(91),O(3) 103 5,762,939.02 N L(27),D(90),O(3) 104 6,050,028.51 N L(36),D(81),O(3) 105 6,700,000.00 N L(24),D(33),O(3) 106 6,700,000.00 N L(24),D(33),O(3) 108 5,086,416.54 N L(25),D(88),O(7) 110 5,488,202.12 N L(28),D(89),O(3) 111 5,326,559.83 N L(25),D(92),O(3) 111.01 112 5,388,552.79 N L(28),D(88),O(4) 113 4,851,289.53 N L(25),D(91),O(4) 114 6,200,000.00 N L(24),D(33),O(3) 115 5,338,260.74 N L(36),D(81),O(3) 117 4,816,150.28 N L(25),D(92),O(3) 118 4,682,426.84 N L(48),D(69),O(3) 121 5,060,226.54 N L(26),D(87),O(7) 122 5,400,000.00 N L(24),D(33),O(3) 123 5,400,000.00 N L(24),D(33),O(3) 124 4,052,769.50 N L(25),D(91),O(4) 125 4,949,012.57 N L(26),D(87),O(7) 126 4,716,709.08 N L(36),GRTR1%orYM(81),O(3) 127 4,646,839.37 N L(27),D(89),O(4) 128 4,219,558.60 N L(25),D(92),O(3) 129 4,429,138.70 N L(25),D(92),O(3) 130 4,227,941.22 N L(28),D(88),O(4) 131 5,075,000.00 Y L(26),D(30),O(4) 132 4,372,865.54 N L(24),D(93),O(3) 132.01 132.02 134 5,000,000.00 N L(24),D(33),O(3) 135 4,200,851.38 N L(26),D(90),O(4) 135.01 135.02 136 4,159,078.01 N L(27),D(89),O(4) 137 4,071,734.33 N L(27),D(89),O(4) 138 3,479,861.80 N L(25),D(91),O(4) 139 4,615,000.00 Y L(48),D(8),O(4) 141 3,924,107.86 N L(24),D(93),O(3) 142 3,652,642.05 N L(36),D(81),O(3) 143 3,655,421.59 N L(25),D(92),O(3) 144 3,606,186.29 N L(28),D(88),O(4) 145 3,767,777.41 N L(26),D(90),O(4) 146 3,190,884.67 N L(60),D(57),O(3) 148 3,202,696.85 N L(36),D(81),O(3) 150 3,660,607.02 N L(36),GRTR1%orYM(81),O(3) 151 3,607,429.06 N L(25),D(92),O(3) 152 4,000,000.00 N L(26),D(91),O(3) 153 4,000,000.00 N L(24),D(33),O(3) 154 3,327,932.27 N L(25),D(92),O(3) 155 3,316,032.96 N L(28),D(88),O(4) 156 3,981,000.00 Y L(48),D(68),O(4) 157 3,034,740.59 N L(43),D(73),O(4) 158 3,794,000.00 Y L(48),D(68),O(4) 159 3,750,000.00 N L(24),D(33),O(3) 160 3,121,734.63 N L(60),GRTR1%orYM(57),O(3) 161 3,692,000.00 Y L(48),D(68),O(4) 162 2,554,963.12 N L(36),GRTR1%orYM(81),O(3) 163 2,994,562.97 Y L(26),D(90),O(4) 165 3,053,095.24 N L(25),D(92),O(3) 166 2,932,622.68 N L(60),GRTR1%orYM(57),O(3) 167 2,790,197.01 N L(27),D(86),O(7) 168 3,322,000.00 Y L(48),D(68),O(4) 169 2,680,365.13 N L(25),D(92),O(3) 170 3,211,000.00 Y L(48),D(68),O(4) 171 3,210,000.00 N L(26),D(91),O(3) 172 2,725,610.74 N L(36),D(81),O(3) 173 2,409,709.93 N L(36),D(81),O(3) 174 2,834,000.00 Y L(48),D(68),O(4) 175 2,800,000.00 N L(26),D(31),O(3) 176 2,329,342.56 N L(36),D(81),O(3) 177 2,773,000.00 Y L(48),D(68),O(4) 178 2,763,000.00 Y L(48),D(8),O(4) 179 2,357,915.02 N L(24),GRTR1%orYM(87),O(9) 180 2,691,000.00 Y L(48),D(8),O(4) 181 2,680,000.00 Y L(48),D(68),O(4) 182 2,665,000.00 Y L(48),D(68),O(4) 185 2,521,000.00 Y L(48),D(8),O(4) 186 1,977,438.69 N L(36),D(81),O(3) 186.01 186.02 189 1,975,138.30 N L(36),D(81),O(3) 190 2,303,000.00 Y L(48),D(8),O(4) 191 2,250,000.00 N L(24),D(33),O(3) 192 1,823,818.27 N L(28),D(88),O(4) 193 1,797,160.34 N L(36),GRTR1%orYM(81),O(3) 194 2,137,000.00 Y L(48),D(8),O(4) 195 1,138,333.47 N L(36),D(105),O(3) 196 2,055,000.00 Y L(48),D(68),O(4) 197 1,732,292.70 N L(36),D(81),O(3) 198 1,714,774.76 N L(25),D(92),O(3) 199 2,000,000.00 N L(24),D(33),O(3) 200 1,079,993.83 N L(26),D(91),O(3) 202 1,154,841.48 N L(36),D(81),O(3) 203 N L(36),D(141),O(3) 205 825,878.19 N L(26),D(91),O(3) 206 635,290.68 N L(26),D(91),O(3) 207 709,000.00 Y L(48),D(8),O(4) 208 595,000.00 Y L(48),D(8),O(4) 209 493,000.00 Y L(48),D(8),O(4) </TABLE> <TABLE> MORTGAGE CUT-OFF LTV RATIO LOAN APPRAISED DATE LTV AT MATURITY YEAR NUMBER VALUE ($)(1) APPRAISAL DATE DSCR (X) RATIO OR ARD BUILT - ------------------------------------------------------------------------------------------------------------------------------------ 1 730,000,000 04/01/05 2.28 56.00% 47.24% 1961, 1979 & 1992 2 487,000,000 Various 1.27 79.88% 74.17% Various 2.01 101,000,000 04/23/05 1990 2.02 74,500,000 05/04/05 1989 2.03 68,500,000 05/09/05 1993 2.04 62,700,000 05/09/05 1931 2.05 45,000,000 05/06/05 1999 2.06 26,500,000 05/05/05 1988 2.07 25,600,000 05/02/05 1962 2.08 16,900,000 05/09/05 1911 2.09 17,200,000 05/09/05 1994 2.10 15,100,000 05/01/05 1972 2.11 15,000,000 05/01/05 1982 2.12 8,000,000 05/09/05 1998 2.13 6,700,000 05/09/05 1974 2.14 4,300,000 05/09/05 1994 3 494,000,000 05/27/05 1.48 73.89% 73.89% 1980 4 290,000,000 01/31/05 3.43 55.17% 55.17% 1930 5 176,500,000 Various 1.38 80.00% 69.03% Various 5.01 138,000,000 07/01/05 1975 5.02 38,500,000 06/30/05 1969 6 175,000,000 06/01/05 1.56 80.00% 80.00% 1982 7 151,900,000 05/10/05 1.71 75.71% 71.27% 1985 8 125,200,000 06/16/05 1.22 79.87% 70.45% Various 8.01 95,000,000 06/16/05 1998 8.02 30,200,000 06/16/05 1980 9 114,000,000 05/31/05 1.54 75.88% 75.88% 1970 10 123,500,000 05/17/05 1.72 68.83% 68.83% 2003 11 121,000,000 05/27/05 1.46 69.83% 69.83% 1965 12 130,300,000 05/17/05 2.74 63.39% 63.39% 1973 13 97,000,000 06/01/05 1.83 69.18% 69.18% 1964 14 226,000,000 06/06/05 2.47 53.10% 53.10% 1988 15 250,000,000 03/31/05 1.70 59.81% 53.97% 1990 16 82,000,000 05/12/05 1.67 70.00% 63.75% 1981 17 65,000,000 06/01/05 1.60 73.85% 73.85% 1967 18 54,700,000 07/01/05 1.21 80.00% 71.20% 2003 19 55,500,000 04/01/06 1.54 75.14% 65.77% 1998 20 54,500,000 05/16/05 1.51 71.40% 66.19% 2003 21 51,500,000 05/27/05 1.75 72.62% 72.62% 1964 22 42,700,000 05/27/05 1.30 80.00% 69.44% 1983 23 48,900,000 04/01/05 1.53 68.92% 68.92% 1989 24 43,000,000 06/01/06 1.32 76.67% 63.64% 1980, 1995 25 45,100,000 03/03/05 1.61 64.60% 64.60% 1987 27 34,000,000 03/03/05 1.66 80.00% 80.00% 1990 29 34,600,000 04/01/05 1.55 69.36% 69.36% 2001 32 42,900,000 05/01/05 2.20 53.52% 41.56% 2001 33 28,000,000 03/24/05 1.30 80.00% 67.77% 1971 34 36,000,000 03/05/05 1.57 61.89% 61.89% 1990 35 30,100,000 01/01/05 1.51 72.20% 62.99% 2003 36 29,700,000 01/01/05 1.48 72.20% 63.00% 1950s/1989-1991/1996 38 28,300,000 06/03/05 1.42 73.94% 65.37% 1999 40 30,000,000 05/25/05 1.71 66.67% 47.05% 1933 41 24,600,000 04/04/05 1.55 76.28% 76.28% 1961 43 24,500,000 01/01/05 1.47 72.20% 62.99% 2003 44 24,000,000 01/01/05 1.48 72.20% 62.99% 2003 45 30,000,000 02/28/05 1.60 56.95% 56.95% 1955 46 21,000,000 03/16/05 1.61 80.00% 80.00% 1974 47 21,000,000 03/03/05 1.55 78.99% 78.99% 1990 48 21,000,000 05/12/05 1.82 78.10% 78.10% 1921 49 23,100,000 05/04/05 1.23 70.56% 65.40% 1987 50 20,800,000 05/25/05 1.26 77.88% 69.31% 1960 51 21,400,000 05/12/05 1.29 74.77% 66.59% 1998 52 20,000,000 05/06/05 1.34 80.00% 69.81% 1988 53 22,000,000 01/01/05 1.46 72.20% 62.99% 2001 55 21,000,000 05/16/05 1.41 73.12% 65.85% 2002 56 20,500,000 03/10/05 1.58 73.39% 73.39% 1986 57 19,000,000 05/06/05 1.31 78.68% 65.50% 1981 58 17,900,000 03/16/05 1.61 79.70% 79.70% 1974 59 17,550,000 03/06/05 1.58 78.51% 78.51% Various 59.01 10,650,000 03/06/05 1958 59.02 6,900,000 03/06/05 1952 61 17,100,000 07/31/05 1.22 79.65% 66.28% 2005 62 17,100,000 06/06/05 1.20 79.39% 70.18% 1997 63 20,000,000 06/01/05 1.51 67.50% 64.30% 2004 64 16,500,000 Various 1.23 80.00% 64.08% Various 64.01 8,500,000 01/14/05 1990 64.02 8,000,000 01/19/05 1987 65 16,350,000 03/01/05 1.60 79.58% 79.58% 1962 67 16,400,000 03/31/05 1.40 74.79% 57.76% 2002 68 16,900,000 01/01/05 1.37 72.20% 63.00% 2002 69 16,240,000 03/04/05 1.66 74.46% 74.46% 1996 70 17,000,000 05/27/05 1.94 70.59% 70.59% 1969 71 17,000,000 06/03/05 1.25 70.59% 53.28% 2002-2003 74 18,600,000 03/11/05 1.48 56.45% 53.69% 1973 76 14,100,000 05/13/05 1.62 78.01% 78.01% 2000 77 12,900,000 03/03/05 1.58 80.00% 80.00% 1990 78 13,200,000 04/01/05 1.71 77.27% 77.27% 1964 79 13,400,000 05/11/05 1.25 72.76% 67.43% 2001 80 12,100,000 02/25/05 1.71 80.00% 80.00% 2001 81 13,300,000 03/02/05 1.60 72.08% 72.08% 1984 82 12,200,000 05/13/05 1.63 77.87% 77.87% 1980 83 14,700,000 05/02/05 1.41 64.54% 49.71% 2002 84 15,000,000 05/04/05 1.41 62.67% 58.08% 1987 85 12,500,000 05/13/05 1.45 74.84% 62.26% 1991 86 16,800,000 06/06/05 1.48 53.46% 41.23% 1993 87 64,220,000 Various 1.42 73.99% 56.63% Various 89 11,360,000 06/04/05 1.22 75.70% 62.83% 2004-2005 90 11,300,000 04/26/05 1.32 75.14% 66.68% 1985 91 12,100,000 06/02/05 1.21 69.76% 57.73% 1928 92 10,500,000 05/05/05 1.27 79.83% 66.72% 2003 93 10,600,000 05/13/05 1.80 78.30% 78.30% 1999 94 11,550,000 05/05/05 1.88 69.17% 53.18% 2003 95 54,150,000 Various 1.42 73.99% 56.63% Various 96 52,609,000 Various 1.42 73.99% 56.63% Various 97 10,500,000 05/25/05 1.41 71.43% 63.99% 1987 99 9,500,000 05/13/05 1.85 77.89% 77.89% 1999 100 51,940,000 Various 1.42 73.99% 56.63% Various 101 52,535,000 Various 1.42 73.99% 56.63% Various 102 9,200,000 03/31/05 1.40 74.79% 57.80% 1998 103 9,100,000 04/10/05 1.33 75.06% 63.33% 1890 104 8,500,000 04/22/05 1.29 80.00% 71.18% 2005 105 8,575,000 05/13/05 1.70 78.13% 78.13% 1999 106 8,550,000 05/13/05 1.68 78.36% 78.36% 1999 108 48,475,000 Various 1.42 73.99% 56.63% Various 110 8,150,000 01/04/05 1.25 79.69% 67.34% 2000 111 19,500,000 04/29/05 3.26 33.30% 27.32% Various 111.01 13,300,000 04/29/05 1936 112 10,700,000 02/15/05 1.95 60.48% 50.36% 1978 113 8,800,000 04/05/05 1.43 73.18% 55.13% 1972-76 114 8,000,000 05/25/05 1.69 77.50% 77.50% 1987 115 10,400,000 04/22/05 1.42 57.69% 51.33% 1979 117 7,000,000 06/23/05 1.45 80.00% 68.80% 2000 118 8,700,000 05/04/05 1.28 64.31% 53.82% 2004 121 8,000,000 05/04/05 1.21 68.25% 63.25% 1987 122 6,900,000 05/16/05 1.75 78.26% 78.26% 1998 123 6,900,000 05/20/05 1.76 78.26% 78.26% 2002 124 7,400,000 04/05/05 1.43 72.86% 54.77% 1973 125 8,000,000 05/04/05 1.34 66.75% 61.86% 1987 126 7,300,000 05/25/05 1.22 72.60% 64.61% 1998 127 8,100,000 02/01/05 1.36 65.12% 57.37% 2001 & 2003 128 7,200,000 06/06/05 1.58 72.15% 58.60% 1992 129 6,500,000 06/21/05 1.42 79.23% 68.14% 1999 130 10,200,000 02/15/05 2.12 49.78% 41.45% 1988 131 6,350,000 03/08/05 1.50 79.92% 79.92% 2003 132 8,800,000 Various 1.62 56.82% 49.69% Various 132.01 6,750,000 04/21/05 1966 132.02 2,050,000 07/05/05 1920 134 6,400,000 05/13/05 1.55 78.13% 78.13% 1990 135 6,610,000 03/17/05 1.32 75.49% 63.55% Various 135.01 4,360,000 03/17/05 1974, 1985 135.02 2,250,000 03/17/05 1985 136 6,000,000 04/05/05 1.32 80.00% 69.32% 1920, 1955 137 6,150,000 03/22/05 1.26 77.84% 66.21% 1980 138 5,800,000 04/05/05 1.41 79.88% 60.00% 1800s 139 7,100,000 04/21/05 1.75 65.00% 65.00% 1993 141 6,300,000 06/05/05 1.27 71.43% 62.29% 1947 142 5,875,000 10/01/05 1.40 74.82% 62.17% 2005 143 5,900,000 04/18/05 1.24 73.91% 61.96% 2004 144 6,700,000 02/15/05 1.54 64.64% 53.82% 1987 145 5,500,000 12/13/04 1.51 78.18% 68.51% 1981 146 7,900,000 03/26/05 1.26 53.33% 40.39% 1970 148 6,000,000 05/02/05 1.73 69.90% 53.38% 2000 150 5,400,000 04/20/05 1.41 76.85% 67.79% 1986 151 5,200,000 04/25/05 1.31 77.40% 69.37% 1978 152 5,570,000 04/14/05 1.61 71.81% 71.81% 2002 153 5,100,000 05/17/05 1.72 78.43% 78.43% 1994 154 5,000,000 04/25/05 1.44 79.92% 66.56% 2002 155 7,300,000 02/15/05 2.17 54.55% 45.43% 1978 156 6,130,000 12/21/04 2.04 64.94% 64.94% 2004 157 5,950,000 03/16/05 1.41 63.77% 51.00% 1978 158 5,850,000 03/07/05 1.89 64.85% 64.85% 2004 159 5,400,000 05/20/05 1.21 69.44% 69.44% 1900 160 5,500,000 03/22/05 1.42 67.50% 56.76% 1997 161 5,680,000 03/07/05 2.00 65.00% 65.00% 2004 162 5,200,000 05/19/05 1.47 69.23% 49.13% 1968 163 4,500,000 02/12/05 1.32 79.28% 66.55% 2004 165 5,300,000 06/22/05 1.29 66.98% 57.61% 1998 166 4,850,000 04/01/05 1.44 72.02% 60.47% 2005 167 4,200,000 04/04/05 1.38 79.29% 66.43% 1999 168 5,100,000 03/08/05 2.02 65.14% 65.14% 2004 169 4,500,000 06/01/05 1.73 73.26% 59.56% 2004 170 4,950,000 03/07/05 2.02 64.87% 64.87% 2004 171 4,750,000 04/14/05 1.73 67.58% 67.58% 2003 172 4,780,000 07/14/05 1.32 66.95% 57.02% 2004 173 3,650,000 05/12/05 1.42 79.37% 66.02% 2003 174 4,380,000 03/08/05 2.05 64.70% 64.70% 2004 175 3,500,000 04/17/05 1.68 80.00% 80.00% 1888 176 3,550,000 05/03/05 1.53 78.87% 65.62% 2001 177 4,275,000 03/08/05 1.99 64.87% 64.87% 2003 178 4,350,000 03/31/05 2.18 63.52% 63.52% 1998 179 3,675,000 05/31/05 1.36 73.47% 64.16% 2003 180 4,150,000 04/13/05 2.03 64.84% 64.84% 1999 181 4,140,000 03/07/05 2.03 64.73% 64.73% 2003 182 4,120,000 01/04/05 2.05 64.68% 64.68% 2003 185 3,875,000 04/02/05 2.01 65.06% 65.06% 2000 186 3,230,000 04/06/05 1.27 77.20% 61.22% Various 186.01 1,930,000 04/06/05 2004 186.02 1,300,000 04/06/05 1971 189 3,160,000 05/16/05 1.30 74.61% 62.50% 1999 190 3,550,000 04/06/05 2.03 64.87% 64.87% 1999 191 3,450,000 05/11/05 1.60 65.22% 65.22% 1998 192 5,000,000 02/15/05 2.21 43.81% 36.48% 1987 193 2,900,000 04/14/05 1.38 74.07% 61.97% 1985 194 3,300,000 04/01/05 2.01 64.76% 64.76% 2000 195 3,500,000 04/20/05 1.33 59.73% 32.52% 1996 196 3,175,000 01/25/05 2.06 64.72% 64.72% 2004 197 2,975,000 03/29/05 1.34 68.78% 58.23% 1996 198 4,100,000 04/28/05 1.64 49.76% 41.82% 1985 199 2,500,000 05/17/05 1.32 80.00% 80.00% 1995 200 4,750,000 04/27/05 2.70 35.62% 22.74% 1993 202 1,980,000 04/20/05 1.34 75.54% 58.33% 1992 203 3,200,000 05/05/05 1.30 46.71% 1985 205 2,800,000 04/19/05 1.57 46.21% 29.50% 1984 206 2,000,000 04/27/05 1.53 49.77% 31.76% 1986 207 1,120,000 03/22/05 2.05 63.30% 63.30% 2001 208 950,000 03/21/05 2.05 62.63% 62.63% 2003 209 800,000 03/21/05 2.06 61.63% 61.63% 2003 </TABLE> <TABLE> CUT-OFF DATE MORTGAGE LOAN LOAN UNIT OF AMOUNT PER OCCUPANCY NUMBER YEAR RENOVATED NUMBER OF UNITS MEASURE (UNIT) ($) OCCUPANCY RATE "AS OF" DATE - ------------------------------------------------------------------------------------------------------------------------------ 1 2004 4,070,908 Sq. Ft. 100.43 95.92% 04/01/05 2 Various 2,990,570 Sq. Ft. 130.08 98.57% 05/13/05 2.01 1,048,631 Sq. Ft. 100.00% 05/13/05 2.02 326,306 Sq. Ft. 90.48% 05/13/05 2.03 351,075 Sq. Ft. 100.00% 05/13/05 2.04 1998 146,365 Sq. Ft. 100.00% 05/13/05 2.05 182,554 Sq. Ft. 100.00% 05/13/05 2.06 131,891 Sq. Ft. 100.00% 05/13/05 2.07 1997 97,256 Sq. Ft. 100.00% 05/13/05 2.08 1997 88,717 Sq. Ft. 100.00% 05/13/05 2.09 2005 118,040 Sq. Ft. 100.00% 05/13/05 2.10 1996 138,020 Sq. Ft. 99.58% 05/13/05 2.11 130,600 Sq. Ft. 100.00% 05/13/05 2.12 103,000 Sq. Ft. 100.00% 05/13/05 2.13 1994 74,285 Sq. Ft. 85.03% 05/13/05 2.14 53,830 Sq. Ft. 100.00% 05/13/05 3 2002 1,069,303 Sq. Ft. 341.34 100.00% 06/13/05 4 1,051,158 Sq. Ft. 152.21 78.76% 05/31/05 5 Various 1,181,592 Sq. Ft. 119.50 89.56% Various 5.01 762,398 Sq. Ft. 88.28% 06/01/05 5.02 2004 419,194 Sq. Ft. 91.88% 05/24/05 6 2005 720,349 Sq. Ft. 194.35 93.20% 06/15/05 7 1,191,462 Sq. Ft. 96.52 87.80% 06/01/05 8 Various 460,492 Sq. Ft. 217.16 95.19% 07/01/05 8.01 299,413 Sq. Ft. 100.00% 07/01/05 8.02 2003 161,079 Sq. Ft. 86.24% 07/01/05 9 2003 280,431 Sq. Ft. 308.45 100.00% 06/13/05 10 264,199 Sq. Ft. 321.73 100.00% 05/25/05 11 2002 331,304 Sq. Ft. 255.05 78.04% 05/15/05 12 1999 1,004 Rooms 82,270.92 79.40% 04/30/05 13 359,175 Sq. Ft. 186.82 99.32% 05/15/05 14 498,103 Sq. Ft. 240.91 99.25% 06/15/05 15 411,097 Sq. Ft. 363.75 100.00% 04/15/05 16 2004 504 Rooms 113,888.89 72.96% 04/30/05 17 243,225 Sq. Ft. 197.35 100.00% 06/13/05 18 273,997 Sq. Ft. 159.71 97.09% 05/20/05 19 167,285 Sq. Ft. 249.28 100.00% 05/06/05 20 188 Rooms 206,984.04 75.48% 05/31/05 21 1997 145,692 Sq. Ft. 256.71 100.00% 06/13/05 22 261,925 Sq. Ft. 130.42 94.97% 04/30/05 23 300,000 Sq. Ft. 112.33 100.00% 04/20/05 24 1990, 2004 191,663 Sq. Ft. 172.00 81.00% 05/25/05 25 247,312 Sq. Ft. 117.80 95.18% 05/13/05 27 81,027 Sq. Ft. 335.69 100.00% 05/13/05 29 213,361 Sq. Ft. 112.49 100.00% 04/20/05 32 148 Rooms 155,145.93 78.68% 06/30/05 33 243,093 Sq. Ft. 92.15 100.00% 04/15/05 34 133,944 Sq. Ft. 166.33 100.00% 03/31/05 35 176,100 Sq. Ft. 123.40 100.00% 08/01/05 36 243,350 Sq. Ft. 88.12 100.00% 08/01/05 38 159,000 Sq. Ft. 131.60 100.00% 06/07/05 40 95,870 Sq. Ft. 208.62 100.00% 01/24/04 41 111,177 Sq. Ft. 168.78 93.72% 03/31/05 43 111,623 Sq. Ft. 158.46 100.00% 08/01/05 44 128,200 Sq. Ft. 135.16 100.00% 08/01/05 45 126,658 Sq. Ft. 134.89 92.57% 03/31/05 46 1998 111,005 Sq. Ft. 151.34 97.48% 03/31/05 47 125,147 Sq. Ft. 132.55 100.00% 03/31/05 48 1999 73,863 Sq. Ft. 222.03 90.62% 04/30/05 49 2003 88,664 Sq. Ft. 183.84 88.53% 05/27/05 50 2000 88,223 Sq. Ft. 183.63 100.00% 05/13/05 51 235,120 Sq. Ft. 68.05 100.00% 04/30/05 52 2004 68,976 Sq. Ft. 231.96 100.00% 05/13/05 53 103,050 Sq. Ft. 154.13 100.00% 08/01/05 55 140 Rooms 109,676.62 75.05% 02/28/05 56 80,555 Sq. Ft. 186.77 100.00% 03/31/05 57 2004 282,562 Sq. Ft. 52.91 100.00% 05/05/05 58 1999 103,382 Sq. Ft. 138.00 97.72% 03/31/05 59 180,244 Sq. Ft. 76.44 94.95% 03/31/05 59.01 133,824 Sq. Ft. 94.10% 03/31/05 59.02 46,420 Sq. Ft. 97.41% 03/31/05 61 61,351 Sq. Ft. 222.02 100.00% 05/23/05 62 101,120 Sq. Ft. 134.25 100.00% 06/21/05 63 130 Rooms 103,846.15 74.18% 06/30/05 64 302,639 Sq. Ft. 43.62 97.70% 03/31/05 64.01 2003-2004 147,483 Sq. Ft. 97.56% 03/31/05 64.02 155,156 Sq. Ft. 97.81% 03/31/05 65 2002 125,585 Sq. Ft. 103.60 88.14% 03/31/05 67 125 Rooms 98,124.18 80.74% 04/30/05 68 95,537 Sq. Ft. 127.72 100.00% 08/01/05 69 88,917 Sq. Ft. 136.00 100.00% 03/31/05 70 1998 82,326 Sq. Ft. 145.76 100.00% 06/13/05 71 669 Spaces 17,937.22 99.10% 05/01/05 74 1990 314,942 Sq. Ft. 36.51 100.00% 05/31/05 76 85,955 Sq. Ft. 127.97 89.80% 04/30/05 77 73,529 Sq. Ft. 140.35 100.00% 03/31/05 78 2000 102,138 Sq. Ft. 99.86 98.88% 03/31/05 79 129,150 Sq. Ft. 75.49 77.34% 05/31/05 80 52,961 Sq. Ft. 182.78 100.00% 03/31/05 81 95,826 Sq. Ft. 100.04 100.00% 03/31/05 82 120,920 Sq. Ft. 78.56 90.63% 04/30/05 83 135 Rooms 70,277.00 71.44% 04/30/05 84 2003 69,708 Sq. Ft. 134.85 100.00% 05/27/05 85 51,128 Sq. Ft. 182.97 100.00% 07/08/05 86 134,650 Sq. Ft. 66.69 100.00% 07/07/05 87 581,065 Sq. Ft. 70.00 82.20% 03/31/05 89 112,665 Sq. Ft. 76.33 88.28% 07/15/05 90 2001 80,427 Sq. Ft. 105.58 94.78% 06/01/05 91 2001 59 Units 143,074.16 95.00% 05/12/05 92 45,689 Sq. Ft. 183.47 85.12% 04/26/05 93 73,337 Sq. Ft. 113.18 82.06% 04/30/05 94 101 Rooms 79,101.81 77.79% 12/31/04 95 Various 630,635 Sq. Ft. 70.00 82.20% 03/31/05 96 Various 593,962 Sq. Ft. 70.00 82.20% 03/31/05 97 2002-2005 56,140 Sq. Ft. 133.59 92.66% 06/14/05 99 67,175 Sq. Ft. 110.16 84.29% 04/30/05 100 Various 508,366 Sq. Ft. 70.00 82.20% 03/31/05 101 544,006 Sq. Ft. 70.00 82.20% 03/31/05 102 105 Rooms 65,530.72 60.67% 04/30/05 103 1985 48,583 Sq. Ft. 140.60 89.88% 03/23/05 104 40,600 Sq. Ft. 167.49 83.42% 06/30/05 105 61,093 Sq. Ft. 109.67 87.41% 04/30/05 106 76,505 Sq. Ft. 87.58 78.35% 04/30/05 108 558,315 Sq. Ft. 70.00 82.20% 03/31/05 110 68,324 Sq. Ft. 95.06 97.95% 04/01/05 111 Various Various Various Various 98.23% Various 111.01 2003 53,943 Sq. Ft. 100.00% 03/15/05 112 53,377 Sq. Ft. 121.24 100.00% 03/14/05 113 2004 256,166 Sq. Ft. 25.14 100.00% 06/23/05 114 67,530 Sq. Ft. 91.81 72.09% 04/30/05 115 2004 57,800 Sq. Ft. 103.81 79.59% 06/01/05 117 60 Beds 93,333.33 93.33% 05/31/05 118 31,956 Sq. Ft. 175.08 91.24% 05/11/05 121 2003 30,216 Sq. Ft. 180.70 91.05% 05/27/05 122 69,675 Sq. Ft. 77.50 80.47% 04/30/05 123 61,875 Sq. Ft. 87.27 77.62% 04/30/05 124 162,000 Sq. Ft. 33.28 100.00% 06/23/05 125 2003 27,192 Sq. Ft. 196.38 100.00% 05/27/05 126 32,268 Sq. Ft. 164.25 99.47% 05/13/05 127 136,365 Sq. Ft. 38.68 96.48% 05/31/05 128 90 Beds 57,716.34 96.67% 06/24/05 129 59 Beds 87,288.14 96.61% 04/30/05 130 64,448 Sq. Ft. 78.79 91.60% 03/14/05 131 25,500 Sq. Ft. 199.02 100.00% 03/17/05 132 Various 47,704 Sq. Ft. 104.81 96.18% Various 132.01 2000 24,219 Sq. Ft. 100.00% 06/21/05 132.02 1989 23,485 Sq. Ft. 92.25% 06/30/05 134 69,056 Sq. Ft. 72.41 67.82% 04/30/05 135 61,112 Sq. Ft. 81.65 98.40% 05/23/05 135.01 35,154 Sq. Ft. 93.18% 05/23/05 135.02 25,958 Sq. Ft. 88.44% 05/23/05 136 2004 28,716 Sq. Ft. 167.15 100.00% 04/15/05 137 1999 34,185 Sq. Ft. 140.03 91.76% 03/01/05 138 2003/2004 92,000 Sq. Ft. 50.36 100.00% 06/23/05 139 82,750 Sq. Ft. 55.77 100.00% 05/10/05 141 2000 24,283 Sq. Ft. 185.31 100.00% 06/29/05 142 38,684 Sq. Ft. 113.63 93.27% 05/26/05 143 14,550 Sq. Ft. 299.72 100.00% 05/19/05 144 46,784 Sq. Ft. 92.57 96.58% 03/11/05 145 2002 74,896 Sq. Ft. 57.41 95.13% 04/15/05 146 1990 127 Rooms 33,175.31 54.46% 12/31/04 148 72 Rooms 58,252.16 65.49% 12/31/04 150 53,589 Sq. Ft. 77.44 89.23% 04/14/05 151 46,541 Sq. Ft. 86.48 87.07% 06/01/05 152 14,490 Sq. Ft. 276.05 100.00% 10/01/01 153 83,150 Sq. Ft. 48.11 86.67% 04/30/05 154 28,700 Sq. Ft. 139.24 100.00% 06/27/05 155 22,837 Sq. Ft. 174.39 100.00% 01/11/05 156 14,560 Sq. Ft. 273.42 100.00% 03/10/05 157 52,977 Sq. Ft. 71.62 100.00% 03/09/05 158 14,820 Sq. Ft. 256.01 100.00% 09/22/04 159 2000 69,789 Sq. Ft. 53.73 59.76% 04/30/05 160 25,695 Sq. Ft. 144.49 93.34% 04/06/05 161 14,490 Sq. Ft. 254.80 100.00% 10/14/04 162 2004 72 Rooms 50,000.00 80.27% 12/31/04 163 13,013 Sq. Ft. 274.17 100.00% 05/16/05 165 59 Beds 60,169.49 96.61% 06/09/05 166 28,092 Sq. Ft. 124.34 100.00% 04/14/05 167 41,400 Sq. Ft. 80.43 91.30% 01/01/05 168 14,560 Sq. Ft. 228.16 100.00% 02/10/04 169 70 Beds 47,093.07 98.57% 05/31/05 170 14,560 Sq. Ft. 220.54 100.00% 06/07/04 171 14,560 Sq. Ft. 220.47 100.00% 03/10/03 172 16,412 Sq. Ft. 194.98 82.60% 04/28/05 173 12,864 Sq. Ft. 225.21 100.00% 06/01/05 174 14,820 Sq. Ft. 191.23 100.00% 11/30/04 175 2004 11,881 Sq. Ft. 235.67 100.00% 05/13/05 176 27,000 Sq. Ft. 103.70 100.00% 05/11/05 177 14,560 Sq. Ft. 190.45 100.00% 04/20/05 178 13,100 Sq. Ft. 210.92 100.00% 04/04/05 179 18,070 Sq. Ft. 149.42 100.00% 04/30/05 180 11,361 Sq. Ft. 236.86 100.00% 06/15/05 181 14,560 Sq. Ft. 184.07 100.00% 01/20/04 182 14,259 Sq. Ft. 186.90 100.00% 01/26/05 185 10,908 Sq. Ft. 231.11 100.00% 06/01/05 186 Various 30,333 Sq. Ft. 82.20 89.31% 04/14/05 186.01 11,000 Sq. Ft. 100.00% 04/14/05 186.02 2004 19,333 Sq. Ft. 83.22% 04/14/05 189 13,418 Sq. Ft. 175.72 100.00% 06/01/05 190 11,200 Sq. Ft. 205.63 100.00% 06/15/05 191 67,915 Sq. Ft. 33.13 75.89% 04/30/05 192 37,682 Sq. Ft. 58.13 100.00% 03/09/05 193 25,252 Sq. Ft. 85.06 91.02% 06/22/05 194 10,908 Sq. Ft. 195.91 100.00% 06/01/05 195 10,125 Sq. Ft. 206.47 100.00% 04/13/05 196 14,259 Sq. Ft. 144.12 100.00% 02/10/05 197 14,113 Sq. Ft. 144.98 100.00% 03/01/05 198 31,070 Sq. Ft. 65.66 93.34% 06/28/05 199 53,150 Sq. Ft. 37.63 78.49% 04/30/05 200 61,375 Sq. Ft. 27.57 93.28% 07/11/05 202 12,544 Sq. Ft. 119.24 100.00% 05/31/05 203 15,213 Sq. Ft. 98.25 100.00% 04/20/05 205 67,275 Sq. Ft. 19.23 81.89% 07/11/05 206 44,000 Sq. Ft. 22.62 96.15% 07/11/05 207 5,010 Sq. Ft. 141.52 100.00% 02/13/02 208 6,000 Sq. Ft. 99.17 100.00% 03/19/04 209 5,400 Sq. Ft. 91.30 100.00% 05/18/04 </TABLE> <TABLE> MORTGAGE MOST LOAN MOST RECENT MOST RECENT MOST RECENT UW NUMBER MOST RECENT PERIOD REVENUES ($) EXPENSES ($) RECENT NOI ($) NCF ($) UW REVENUES ($) EXPENSES ($) - ------------------------------------------------------------------------------------------------------------------------------------ 1 T 12 Through 02-28-05 122,955,529 62,770,749 60,184,780 59,405,780 125,501,967 58,744,329 2 Statement 2004 53,003,045 18,543,837 34,459,208 34,459,208 55,131,828 18,666,860 2.01 Statement 2004 11,470,203 3,089,915 8,380,288 8,380,288 11,327,795 2,877,767 2.02 Statement 2004 7,990,958 2,671,238 5,319,720 5,319,720 8,050,447 2,712,695 2.03 Statement 2004 4,557,237 1,373,927 3,183,310 3,183,310 6,750,145 1,813,355 2.04 Statement 2004 5,031,120 2,020,610 3,010,510 3,010,510 4,997,308 1,908,446 2.05 Statement 2004 4,783,958 1,459,919 3,324,039 3,324,039 4,886,063 1,577,843 2.06 Statement 2004 3,256,563 1,014,979 2,241,584 2,241,584 3,412,237 1,099,874 2.07 Statement 2004 2,515,350 678,849 1,836,501 1,836,501 2,272,120 636,651 2.08 Statement 2004 2,099,759 884,539 1,215,220 1,215,220 2,123,518 832,295 2.09 Statement 2004 1,700,599 634,274 1,066,325 1,066,325 1,862,435 608,547 2.10 Statement 2004 2,154,020 1,128,850 1,025,170 1,025,170 2,144,409 1,105,133 2.11 Statement 2004 3,663,032 1,603,455 2,059,577 2,059,577 3,605,661 1,592,344 2.12 Statement 2004 1,900,362 1,071,412 828,950 828,950 1,830,500 986,385 2.13 Statement 2004 1,100,731 580,307 520,424 520,424 1,097,308 576,415 2.14 Statement 2004 779,153 331,563 447,590 447,590 771,882 339,110 3 2004 39,554,851 13,609,439 25,945,412 25,731,499 40,281,840 11,787,188 4 May 2004 - April 2005 46,929,856 22,052,782 24,877,074 24,666,842 51,425,262 23,276,557 5 T12 Ending 5/05 22,823,878 7,119,098 15,704,780 15,437,206 22,565,560 7,781,027 5.01 T12 Ending 5/05 17,755,977 5,480,391 12,275,586 12,100,234 17,561,320 5,967,282 5.02 T12 Ending 5/05 5,067,901 1,638,707 3,429,194 3,336,971 5,004,240 1,813,745 6 T-6 05/2005 17,604,264 3,968,528 13,635,736 13,477,260 16,917,997 5,469,740 7 Trailing 12 22,702,439 9,381,151 13,321,288 13,071,081 23,811,631 10,108,396 8 2004 11,734,874 4,007,474 7,727,400 7,658,326 12,747,947 4,346,318 8.01 2004 9,474,150 2,715,406 6,758,744 6,713,832 9,269,862 2,929,524 8.02 2004 2,260,724 1,292,068 968,656 944,494 3,478,085 1,416,795 9 2004 7,901,239 2,846,210 5,055,029 4,998,943 9,535,512 2,401,333 10 9,373,283 2,198,021 11 2004 9,405,117 4,137,675 5,267,442 5,201,181 10,102,259 3,920,564 12 TTM Ending April 2005 49,607,714 36,567,963 13,039,751 11,055,442 51,627,650 37,570,914 13 2004 8,778,916 3,905,019 4,873,897 4,802,062 10,174,929 3,511,783 14 Apr 05 TTM 22,135,385 8,481,048 13,654,337 13,654,337 22,908,428 8,629,716 15 2004 19,954,538 4,897,846 15,056,692 15,056,692 17,076,249 16 TTM Ending April 2005 33,256,354 26,187,436 7,068,918 5,738,664 34,485,791 26,637,278 17 2004 6,460,040 2,861,598 3,598,442 3,549,797 6,744,374 2,625,194 18 4,540,700 931,288 19 5,449,287 1,592,204 20 TTM ended 04/05 8,283,675 4,616,297 3,667,378 3,662,813 8,782,016 4,497,490 21 2004 4,646,524 1,655,794 2,990,730 2,961,592 4,859,465 1,396,613 22 2004 3,995,661 992,143 3,003,518 2,964,229 4,099,868 975,521 23 3,114,048 31,140 24 Full Year ending 12-31-04 3,775,245 1,261,294 2,513,951 2,513,951 4,637,953 1,500,337 25 2004 3,934,226 905,863 3,028,363 2,934,385 3,541,654 910,910 27 2004 3,059,446 538,064 2,521,382 2,495,453 3,000,345 567,993 29 2,205,939 22,059 32 T12 Ending 2/05 15,600,368 12,284,341 3,316,027 3,316,027 17,289,643 12,739,513 33 Trailing 12 (4/04 - 3/05) 2,810,100 811,325 1,998,775 1,998,775 2,723,808 674,487 34 2004 2,615,634 600,516 2,015,118 1,948,146 2,769,479 756,921 35 2,714,093 415,203 36 2,749,548 509,469 38 3,363,034 1,343,432 40 2004 3,000,000 1,877,362 1,122,638 1,108,258 2,940,000 58,800 41 2004 2,045,727 471,961 1,573,766 1,557,089 2,134,066 542,648 43 2,105,198 301,691 44 2,111,338 344,369 45 2004 2,181,367 511,843 1,669,524 1,607,462 2,225,034 656,076 46 2004 2,261,693 772,788 1,488,905 1,464,484 2,228,468 762,579 47 2004 2,176,214 620,923 1,555,291 1,513,992 2,141,785 670,186 48 2004 2,076,497 543,720 1,532,777 1,532,777 2,225,872 644,671 49 2004 1,870,526 417,397 1,453,129 1,416,777 1,972,997 531,375 50 Trailing 12 (5/04 - 4/05) 2,187,283 330,142 1,857,141 1,819,452 1,803,003 364,664 51 Statement 2004 2,238,096 656,929 1,581,167 1,211,932 2,411,223 871,805 52 2005 Annul. 2,052,624 518,068 1,534,556 1,526,279 2,052,669 531,677 53 2,005,473 391,589 55 T-12 Ending 2/05 4,929,644 3,051,339 1,878,305 1,681,119 4,914,992 3,105,480 56 2004 1,956,334 609,453 1,346,881 1,313,048 1,976,119 646,745 57 2004 2,157,655 614,688 1,542,967 1,487,244 2,126,585 701,898 58 2004 1,943,409 635,609 1,307,800 1,271,616 1,900,238 638,857 59 2004 1,829,175 557,862 1,271,313 1,220,874 1,897,998 589,803 59.01 2004 1,110,910 349,321 761,589 734,824 1,164,552 356,288 59.02 2004 718,265 208,541 509,724 486,050 733,446 233,515 61 1,582,756 437,396 62 1,291,100 25,822 63 TTM 04-30-05 4,886,679 3,008,457 1,878,222 1,705,718 4,875,705 3,285,177 64 Full Year ending 12-31-04 1,828,318 362,911 1,465,407 1,465,407 1,781,431 357,252 64.01 Full Year ending 12-31-04 959,902 179,040 780,862 780,862 914,357 174,888 64.02 Full Year ending 12-31-04 868,416 183,871 684,545 684,545 867,074 182,364 65 2004 1,750,268 353,553 1,396,715 1,381,645 1,593,997 458,369 67 T-12 May 2005 3,199,249 1,668,375 1,530,874 1,402,904 3,144,655 1,711,048 68 1,431,119 267,110 69 2004 1,473,477 326,072 1,147,405 1,134,067 1,454,084 365,141 70 2004 1,741,671 646,938 1,094,733 1,078,268 1,777,657 531,204 71 T-12 through 05-31-05 1,708,655 588,854 1,119,801 1,119,801 1,721,080 620,222 74 Statement 2004 1,818,746 501,004 1,317,742 1,317,742 2,008,952 748,490 76 2004 849,428 266,070 583,358 583,358 1,550,914 603,326 77 2004 1,278,039 291,766 986,273 960,538 1,234,506 303,216 78 2004 1,562,029 520,279 1,041,750 994,681 1,459,552 500,255 79 Annualized 2005 1,445,636 544,027 901,609 887,965 1,509,851 598,969 80 2004 1,181,819 213,858 967,961 960,017 1,181,354 273,154 81 2004 1,790,423 770,354 1,020,069 982,697 1,693,444 796,625 82 2004 1,614,009 764,526 849,483 849,483 1,689,972 855,639 83 T-12 Ending 2/05 3,383,556 2,227,130 1,156,426 1,021,084 3,385,321 2,235,102 84 2004 1,348,394 301,704 1,046,690 1,014,624 1,318,868 326,406 85 2004 1,257,111 315,116 941,995 928,190 1,268,880 318,874 86 2004 1,150,940 50,966 1,099,974 1,075,737 1,150,934 34,528 87 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 89 T-12 through 04-30-05 571,504 208,642 362,862 362,862 1,163,140 362,459 90 2004 978,139 354,759 623,380 611,316 1,175,269 375,787 91 970,853 285,915 92 2004 877,305 243,259 634,046 628,576 925,395 188,441 93 2004 1,084,930 256,016 828,914 828,914 1,106,179 309,903 94 Trailing 12 (4/04-3/05) 2,840,548 993,542 1,847,006 1,847,006 2,561,210 1,295,435 95 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 96 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 97 Full Year ending 12-31-04 935,622 337,725 597,897 597,897 1,100,801 341,209 99 2004 960,349 252,484 707,865 707,865 1,011,943 280,597 100 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 101 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 102 T-12 1,791,499 936,464 855,035 783,375 1,775,596 970,158 103 Statement 2004 819,699 297,814 521,885 521,885 1,000,201 307,215 104 1,115,362 501,823 105 2004 971,150 379,249 591,901 591,901 1,038,499 431,581 106 2004 565,256 238,641 326,615 326,615 1,085,000 480,222 108 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 110 2004 781,319 241,649 539,670 532,978 842,356 242,050 111 2004 2,261,807 927,835 1,333,972 1,322,972 2,342,649 944,064 111.01 2004 1,595,744 624,512 971,232 971,232 1,634,188 643,523 112 Full Year ending 12-31-04 1,273,198 378,376 894,822 845,665 1,257,214 351,535 113 Full Year ending 12-31-04 1,000,839 158,252 842,587 842,587 934,306 207,052 114 2004 808,883 208,536 600,347 600,347 810,832 249,542 115 1,325,498 711,120 117 TTM - 2/05 2,015,487 1,401,735 613,752 598,752 2,002,448 1,409,519 118 636,854 126,990 121 2004 637,798 152,307 485,491 471,894 665,732 184,725 122 2004 781,804 231,207 550,597 550,597 787,707 279,385 123 2004 586,627 269,507 317,120 317,120 818,389 309,476 124 Full Year ending 12-31-04 905,700 105,151 800,549 800,549 773,452 164,646 125 2004 629,782 146,563 483,219 470,436 676,199 184,186 126 Trailing 12 679,040 237,134 441,906 392,728 725,861 251,129 127 T-12 through 01-31-05 579,466 207,174 372,292 341,864 846,487 273,092 128 T6M - March 05 3,003,406 2,326,922 676,484 653,984 2,985,706 2,361,051 129 T-12 Ending 4/05 2,240,484 1,652,166 588,318 574,318 2,187,580 1,651,401 130 Full Year ending 12-31-04 1,255,844 536,948 718,896 697,625 1,234,753 429,175 131 Full Year ending 12-31-04 571,263 64,264 506,999 506,999 558,982 86,040 132 Trailing 12 (4/04-3/05) 868,667 261,219 607,448 607,448 877,540 278,553 132.01 Trailing 12 (4/04-3/05) 645,527 228,571 416,956 416,956 670,099 235,569 132.02 Trailing 12 (4/04-3/05) 223,140 32,648 190,492 190,492 207,441 42,984 134 2004 791,116 252,108 539,008 539,008 723,149 305,415 135 986,935 414,282 572,653 572,653 949,663 413,505 135.01 Full Year ending 12-31-04 598,718 250,894 347,824 347,824 594,931 246,201 135.02 Full Year ending 12-31-04 388,217 163,388 224,829 224,829 354,732 167,304 136 Full Year ending 12-31-04 273,851 68,760 205,091 195,091 607,525 120,800 137 Full Year ending 12-30-04 748,132 235,099 513,033 510,776 723,816 232,677 138 Full Year ending 12-31-04 643,999 46,573 597,426 597,426 633,650 140,556 139 581,748 121,667 141 2004 518,863 81,123 437,740 435,311 505,918 103,584 142 757,475 303,222 143 386,525 11,596 144 Full Year ending 12-31-04 781,628 204,352 577,276 540,778 744,274 241,662 145 T-12 through 10-31-04 520,357 235,803 284,554 284,554 731,859 237,749 146 Trailing 12 (4/04 - 3/05) 2,049,842 1,617,884 431,958 431,958 2,119,745 1,460,509 148 Trailing 12 (5/04 - 4/05) 1,675,128 886,209 788,919 788,919 1,494,180 895,975 150 Statement 2004 670,781 240,893 429,888 429,888 686,949 246,816 151 YTD 4/31/05 Annualized 642,616 220,020 422,596 410,961 668,034 246,270 152 359,932 10,798 153 2004 592,362 184,315 408,047 408,047 601,274 226,397 154 Statement 2004 667,332 242,636 424,696 407,736 687,671 285,491 155 Full Year ending 12-01-04 861,746 241,233 620,513 527,547 835,665 227,781 156 413,500 12,405 157 Full Year ending 12-31-04 659,213 216,692 442,521 439,084 659,229 192,662 158 394,000 11,820 159 2004 721,168 456,008 265,160 265,160 710,307 461,824 160 Statement 2004 476,218 177,891 298,327 263,560 588,911 197,044 161 380,600 11,418 162 Trailing 12 (5/04 - 4/05) 1,456,327 646,420 809,907 809,907 1,188,000 709,245 163 389,781 66,642 165 TTM - 4/05 1,923,475 1,539,904 383,571 371,571 1,899,342 1,561,326 166 493,212 124,786 167 2004 373,916 45,491 328,425 323,457 396,607 74,887 168 345,000 10,350 169 April '04 Annualized 1,632,492 1,142,292 490,200 472,700 1,734,138 1,296,346 170 333,400 10,002 171 309,982 9,299 172 391,085 101,570 173 323,466 46,077 174 294,348 8,830 175 335,499 86,582 176 Statement 2004 466,704 108,974 357,730 357,730 421,266 126,501 177 288,000 8,640 178 336,979 10,109 179 2004 280,869 128,123 152,746 150,939 389,022 128,568 180 304,830 9,145 181 278,350 8,351 182 278,000 8,340 185 282,975 8,489 186 428,644 174,755 186.01 202,094 49,437 186.02 Statement 2004 226,116 117,392 108,724 108,724 226,550 125,317 189 Statement 2004 352,151 134,873 217,278 217,278 360,711 136,179 190 260,855 7,826 191 2004 426,208 248,796 177,412 177,412 437,721 238,597 192 Full Year ending 12-31-04 579,627 193,915 385,712 331,615 576,656 207,746 193 Statement 2004 238,373 149,658 88,715 54,013 348,322 121,112 194 240,162 7,205 195 Statement 2004 327,150 62,667 264,483 264,483 305,396 69,642 196 215,000 6,450 197 Statement 2004 407,540 170,204 237,336 234,186 352,566 149,146 198 2004 566,569 209,415 357,154 352,886 514,488 223,356 199 2004 310,633 147,661 162,972 162,972 319,922 172,898 200 2004 578,931 200,879 378,052 378,052 578,932 203,688 202 225,877 66,539 203 Statement 2004 327,488 95,679 231,809 231,809 306,444 104,450 205 2004 337,975 166,938 171,037 171,037 337,739 166,149 206 2004 269,866 136,161 133,705 133,705 269,865 142,299 207 81,600 2,448 208 68,496 2,055 209 57,000 1,710 </TABLE> <TABLE> MORTGAGE UW NET UW NET LARGEST LARGEST LOAN OPERATING CASH TENANT TENANT NUMBER INCOME ($) FLOW ($) LARGEST TENANT NAME SQ. FT. % OF NRA - ------------------------------------------------------------------------------------------------------------------------------------ 1 66,757,637 65,208,833 225 Unlimited, Inc. 27,277 0.67% 2 36,464,968 33,488,800 Various Various Various 2.01 8,450,028 8,022,669 United States of America (Federal Supply Service) 1,048,631 100.00% 2.02 5,337,752 4,906,170 United States of America (Army Corps of Engineers) 229,625 70.37% 2.03 4,936,790 4,547,117 United States of America (Joint Forces Command) 351,075 100.00% 2.04 3,088,863 2,793,282 United States of America (Federal Election Commission) 91,580 62.57% 2.05 3,308,220 2,987,353 United States of America (Environmental Protection Agency) 182,554 100.00% 2.06 2,312,362 2,144,405 United States of America (Dept of Veterans Affairs) 119,550 90.64% 2.07 1,635,469 1,475,339 United States of America (Army Corps of Engineers) 97,256 100.00% 2.08 1,291,224 1,193,763 United States of America (INS) 88,717 100.00% 2.09 1,253,888 1,163,951 United States of America (Army Corps of Engineers) 118,040 100.00% 2.10 1,039,276 887,879 United States of America (Drug Enforcement Agency) 132,995 96.36% 2.11 2,013,317 1,844,123 United States of America (GSA) 130,600 100.00% 2.12 844,114 740,467 United States of America (Tricare Management Activities) 103,000 100.00% 2.13 520,893 424,695 United States of America (Dept. of the Interior) 53,172 71.58% 2.14 432,772 357,587 United States of America (FBI) 53,830 100.00% 3 28,494,651 26,936,258 General Services Administration 191,909 17.95% 4 28,148,705 27,472,329 MCI Worldcom 125,456 11.94% 5 14,784,533 13,631,377 Various Various Various 5.01 11,594,038 10,749,186 JC Penney 169,042 22.17% 5.02 3,190,495 2,882,190 Sears 110,435 26.34% 6 11,448,257 11,239,265 La Strada 20,752 2.88% 7 13,703,235 12,904,008 BP America 243,338 20.42% 8 8,401,628 7,743,165 Various Various Various 8.01 6,340,338 5,944,316 Bearing Point, Inc. 239,206 79.89% 8.02 2,061,290 1,798,849 DDL Omni Engineering 28,789 17.87% 9 7,134,179 6,635,634 General Services Administration (Secretary of State) 280,259 99.94% 10 7,175,261 7,027,198 Bed, Bath & Beyond 28,000 10.60% 11 6,181,695 6,115,434 Freedom Forum (f/k/a Gannett Foundation) 96,580 29.15% 12 14,056,737 11,991,631 13 6,663,146 6,116,876 General Services Administration 202,861 56.48% 14 14,278,713 14,155,652 Nordstrom 312,000 62.64% 15 17,076,249 17,076,249 Building Service Local 32B-32J 411,097 100.00% 16 7,848,513 6,469,082 17 4,119,180 3,815,352 General Services Administration 72,798 29.93% 18 3,609,412 3,447,424 Dick's Sporting Goods 45,624 16.65% 19 3,857,083 3,840,354 ITT Industries 167,285 100.00% 20 4,284,527 3,933,245 21 3,462,853 3,248,684 Boeing 145,692 100.00% 22 3,124,347 2,907,028 Randalls Food and Drugs 50,843 19.41% 23 3,082,908 2,921,691 TRSCO 300,000 100.00% 24 3,137,616 2,872,613 Clear Freight Inc 12,500 6.52% 25 2,630,745 2,371,646 Weis 49,774 20.13% 27 2,432,351 2,280,184 Trader Joe's 14,207 17.53% 29 2,183,880 2,093,036 American Express 213,361 100.00% 32 4,550,130 3,858,544 33 2,049,320 1,900,752 Burlington Coat Factory 80,000 32.91% 34 2,012,558 1,800,642 Bel Air 45,540 34.00% 35 2,298,890 2,177,427 Preferred Freezer Services of Medley, LLC 176,100 100.00% 36 2,240,079 2,103,254 Preferred Freezer Services, LLC 243,350 100.00% 38 2,019,602 1,839,177 Capital One Services, Inc. 159,000 100.00% 40 2,881,200 2,755,758 J.C. Studios, LLC 95,870 100.00% 41 1,591,418 1,501,167 Ukrop's 45,023 40.50% 43 1,803,507 1,720,173 Preferred Freezer Services of Raynham, LLC 111,623 100.00% 44 1,766,969 1,699,437 Preferred Freezer Services of Chicago, LLC 128,200 100.00% 45 1,568,958 1,414,372 Safeway 42,896 33.87% 46 1,465,889 1,365,678 Randalls Food and Drugs 56,596 50.99% 47 1,471,598 1,327,042 Shoppers 44,264 35.37% 48 1,581,201 1,566,148 49 1,441,623 1,343,689 Marshall's 25,000 28.20% 50 1,438,339 1,347,821 CKE Restaurants, Inc. 65,432 74.17% 51 1,539,417 1,374,557 Kiosk Information Systems, Inc 64,672 27.51% 52 1,520,992 1,434,971 Party City 10,000 14.50% 53 1,613,884 1,537,023 Preferred Freezer Services of Vernon, LLC 103,050 100.00% 55 1,809,512 1,612,913 56 1,329,374 1,203,636 Marshalls 26,640 33.07% 57 1,424,688 1,318,133 MFP 25,864 9.15% 58 1,261,381 1,161,421 Randalls Food and Drugs 53,993 52.23% 59 1,308,194 1,120,966 Various Various Various 59.01 808,264 688,443 Valley Farm Market 73,000 54.55% 59.02 499,930 432,523 Bathmarket/Ahart 22,075 47.55% 61 1,145,361 1,111,016 LA Fitness 39,200 63.89% 62 1,265,278 1,144,333 Rapp Collins Worldwide Limited Partnership 101,120 100.00% 63 1,590,528 1,395,500 64 1,396,692 1,251,908 Various Various Various 64.01 739,469 649,718 Belk 51,413 34.86% 64.02 684,710 602,190 Rose's 54,000 34.80% 65 1,135,628 1,052,998 Dominick's Fine Foods 64,762 51.57% 67 1,433,607 1,307,820 68 1,164,009 1,106,035 Preferred Freezer Services of Boston, LLC 95,537 100.00% 69 1,088,942 1,035,955 Shoppers Food Warehouse 57,030 64.14% 70 1,246,453 1,158,446 Inova Health Care Services 82,326 100.00% 71 1,100,858 1,067,408 74 1,260,462 1,093,339 Kmart 81,803 25.97% 76 947,588 934,692 77 931,290 840,104 Super Fresh 39,571 53.82% 78 959,297 881,598 Albertsons 44,180 43.26% 79 910,882 779,149 Pulte Mortgage LLC 43,050 33.33% 80 908,200 852,283 Trader Joe's 10,028 18.93% 81 896,819 790,629 Dominick's Fine Foods 63,000 65.74% 82 834,333 816,197 83 1,150,220 1,014,807 84 992,463 889,160 Ross Stores, Inc. 25,000 35.86% 85 950,006 906,710 Blood Systems, Inc. 6,832 13.36% 86 1,116,406 1,092,169 Walmart 134,650 100.00% 87 25,500,234 25,156,527 89 800,681 693,247 Avalon Flooring 21,200 18.82% 90 799,482 726,455 National Environmental Coverage 10,129 12.59% 91 684,938 673,138 92 736,954 723,523 Decatur Memorial Health Foundation 32,680 71.53% 93 796,276 785,274 94 1,265,775 1,137,715 95 25,500,234 25,156,527 96 25,500,234 25,156,527 97 759,592 716,792 Chalkboard Learning Center 13,885 24.73% 99 731,346 721,269 100 25,500,234 25,156,527 101 25,500,234 25,156,527 102 805,439 734,415 103 692,986 634,302 Murray Dahl Kuechenmeister Law Firm 6,683 13.76% 104 613,539 580,446 Corinithian College 33,870 83.42% 105 606,918 597,742 106 604,778 593,303 108 25,500,234 25,156,527 110 600,306 571,655 Bi-Lo 46,624 68.24% 111 1,398,585 1,347,808 Various Various Various 111.01 990,666 939,888 Keyes / Lobby 6,000 11.12% 112 905,679 836,426 Springfield Emergency Veterina 8,596 16.10% 113 727,254 653,123 Wellington Truck Service 226,166 88.29% 114 561,290 551,164 115 614,378 562,197 Renal Care 12,107 20.95% 117 592,929 577,929 118 509,864 488,284 Villa Bella 6,300 19.71% 121 481,006 440,238 CSK Auto, Inc. Successo 9,044 29.93% 122 508,322 497,842 123 508,913 499,610 124 608,806 540,014 Port Cargo Services 162,000 100.00% 125 492,013 479,230 Country Oak Furniture 6,035 22.19% 126 474,731 429,416 Clipper Windpower 9,610 29.78% 127 573,395 497,882 Mowhawk 26,600 19.51% 128 624,655 602,155 129 536,179 522,179 130 805,578 712,238 A&M Oriental Carpet 6,327 9.82% 131 472,942 421,047 County of Loudoun 25,500 100.00% 132 598,986 547,717 Various Various Various 132.01 434,530 404,521 Cardiovascular Diagnostic Center of SE PA 6,798 28.07% 132.02 164,457 143,197 A-Z Rental Center 7,590 32.32% 134 417,734 407,373 135 521,934 455,367 Various Various Various 135.01 348,730 307,966 J. Dalton/T. Kenney/U. Rau 2,350 6.68% 135.02 187,428 160,722 Keith Construction Inc. 5,100 19.65% 136 486,725 449,276 Total Wine & More 10,398 36.21% 137 491,139 432,123 Stewart Title 20,359 59.56% 138 493,094 457,094 Henry Bath 92,000 100.00% 139 460,080 435,255 Apria Healthcare 82,750 100.00% 141 402,333 379,871 Franciscan Vinyards 24,283 100.00% 142 454,253 409,023 Kiewit Offshore 13,067 33.78% 143 374,929 373,474 Walgreens 14,550 100.00% 144 502,612 439,873 PRS, Inc. 12,384 26.47% 145 494,110 440,179 Dollar Tree 27,096 36.18% 146 659,236 574,514 148 598,205 538,450 150 440,133 411,237 Prism Academy 10,200 19.03% 151 421,764 364,211 Northwest Toxicology 23,767 51.07% 152 349,134 347,685 Walgreens 14,490 100.00% 153 374,877 362,411 154 402,180 386,987 Parsons 9,535 33.22% 155 607,884 571,178 Vitamin Shoppe 4,000 17.52% 156 401,095 399,639 Walgreens 14,560 100.00% 157 466,567 428,584 Ralph's 35,000 66.07% 158 382,180 380,698 Walgreens 14,820 100.00% 159 248,483 237,822 160 391,868 366,606 Code Correct 3,392 13.20% 161 369,182 367,733 Walgreens 14,490 100.00% 162 478,755 431,435 163 323,139 321,187 CVS 13,013 100.00% 165 338,016 326,016 166 368,426 346,827 Lifestyle Wood Furnishing 11,100 39.51% 167 321,720 314,210 Food Lion 33,000 79.71% 168 334,650 333,194 Walgreens 14,560 100.00% 169 437,792 420,292 170 323,398 321,942 Walgreens 14,560 100.00% 171 300,683 299,227 Walgreens 14,560 100.00% 172 289,514 264,047 Temecula Valley Bank 5,469 33.32% 173 277,388 275,517 Goodyear Tire & Rubber Co. 6,864 53.36% 174 285,518 284,036 Walgreens 14,820 100.00% 175 248,917 246,517 Q of New Brunswick, LLC 3,581 30.14% 176 294,765 287,664 USA Printing 13,000 48.15% 177 279,360 277,904 Walgreens 14,560 100.00% 178 326,870 325,646 Rite Aid 13,100 100.00% 179 260,454 247,423 Cary Partners, LLC 9,044 50.05% 180 295,685 294,595 Eckerd 11,361 100.00% 181 270,000 268,544 Walgreens 14,560 100.00% 182 269,660 268,234 Walgreens 14,259 100.00% 185 274,486 273,395 CVS 10,908 100.00% 186 253,889 222,941 Various Various Various 186.01 152,656 143,246 Movie Gallery 3,600 32.73% 186.02 101,232 79,695 S&S Management 4,565 23.61% 189 224,532 209,822 Physicians Neck & Back Clinic 7,948 59.23% 190 253,029 251,938 Eckerd 11,200 100.00% 191 199,124 188,939 192 368,910 320,062 Washington Community Church 5,775 15.33% 193 227,210 202,161 Cesar Jovel D/S/A 4,912 19.45% 194 232,957 231,866 CVS 10,908 100.00% 195 235,754 228,831 CVS 10,125 100.00% 196 208,550 207,124 Walgreens 14,259 100.00% 197 203,420 194,374 Kiang's Inc. 3,195 22.64% 198 291,132 232,954 First American Title Co., Inc. 5,236 16.85% 199 147,024 139,074 200 375,244 369,106 202 159,338 153,326 Walgreens 12,544 100.00% 203 201,994 191,373 Pediatric Health 4,278 28.12% 205 171,590 164,862 206 127,566 123,105 207 79,152 78,652 Sherwin Williams 5,010 100.00% 208 66,441 65,841 Sherwin Williams 6,000 100.00% 209 55,290 54,750 Sherwin Williams 5,400 100.00% </TABLE> <TABLE> MORTGAGE 2ND LARGEST 2ND LARGEST 2ND LARGEST LOAN LARGEST TENANT TENANT TENANT % TENANT EXP. NUMBER EXP. DATE 2ND LARGEST TENANT NAME SQ. FT. OF NRA DATE - ------------------------------------------------------------------------------------------------------------------------------------ 1 Multiple Spaces Christian Mosso Group, LLC 20,374 0.50% 09/30/09 2 Various Various Various Various Various 2.01 12/13/10 2.02 10/31/10 State of California (Department of Justice) 58,255 17.85% 03/31/08 2.03 05/09/13 2.04 09/30/07 United States of America (Bureau of Public Debt) 38,673 26.42% 09/30/07 2.05 06/14/09 2.06 11/05/13 Ocean System Engineering Corporation 12,341 9.36% 10/01/09 2.07 03/11/18 2.08 04/03/08 2.09 10/06/14 2.10 04/30/12 Texas Premier Bank 4,443 3.22% 04/30/07 2.11 03/31/08 2.12 05/19/13 2.13 01/31/06 Global Payments 7,721 10.39% 04/30/08 2.14 08/31/09 3 Multiple Spaces Northrop Grumman 130,419 12.20% Multiple Spaces 4 12/31/14 City of New York (DOC) 99,471 9.46% 06/30/07 5 Various Various Various Various Various 5.01 02/28/07 Parisian 100,726 13.21% 02/28/17 5.02 07/16/09 Belk 88,000 20.99% 11/08/09 6 12/31/06 Broadwing Communication 13,397 1.86% 07/31/06 7 09/30/08 Benesch, Friedlander 115,390 9.68% 07/31/09 8 Various Various Various Various Various 8.01 09/14/14 Pillsbury Winthrop Shaw Pittman LLP 25,602 8.55% 06/30/09 8.02 11/30/11 Red Hat 16,950 10.52% 08/01/10 9 06/30/14 MCI 172 0.06% MTM 10 01/31/14 Borders 23,000 8.71% 11/30/18 11 Multiple Spaces General Services Administration 50,779 15.33% Multiple Spaces 12 13 Multiple Spaces Veridian 65,916 18.35% 10/31/08 14 10/31/18 Abercrombie & Fitch 24,515 4.92% 01/01/07 15 12/31/11 16 17 Multiple Spaces Advanced Management Technology Incorporated 41,841 17.20% Multiple Spaces 18 01/31/18 TJ Maxx 30,000 10.95% 08/31/12 19 03/31/19 20 21 12/31/09 22 11/14/07 Palais Royal 30,000 11.45% 07/31/06 23 03/01/15 24 05/31/06 Cozymel #20, LLC 9,378 4.89% 02/27/06 25 10/31/17 TJ Maxx 32,148 13.00% 04/30/07 27 01/31/15 Pier 1 Imports 8,683 10.72% 03/31/09 29 03/01/15 32 33 08/31/06 Acme Markets, Inc. 50,571 20.80% 02/28/09 34 01/31/15 Goodwill Industries 10,000 7.47% 11/30/07 35 06/30/30 36 06/30/30 38 02/28/15 40 01/31/10 41 09/30/19 CVS 11,700 10.52% 02/29/08 43 06/30/30 44 06/30/30 45 12/31/21 Ross Dress For Less 22,700 17.92% 01/31/07 46 06/30/13 Eckerd 8,512 7.67% 12/31/07 47 09/30/16 Rite Aid 9,200 7.35% 11/30/06 48 49 01/31/08 Sears 12,800 14.44% 08/31/08 50 03/31/15 Unisys Corporation 22,791 25.83% 12/31/07 51 10/31/07 Ventiv Health, Inc. 59,718 25.40% 01/31/13 52 04/30/07 Olive Garden (Ground Lease) 8,300 12.03% 05/22/08 53 06/30/30 55 56 01/31/12 Red Robin 7,500 9.31% 05/31/06 57 08/31/09 House of Floors 17,920 6.34% 01/31/06 58 06/30/13 Walgreens 15,795 15.28% 11/30/59 59 Various Various Various Various Various 59.01 10/31/13 Aaron Rents 8,883 6.64% 11/30/08 59.02 02/05/08 Eckerd 5,775 12.44% 10/31/09 61 05/31/20 CVS 10,979 17.90% 05/31/27 62 05/23/13 63 64 Various Various Various Various Various 64.01 09/30/18 Big Lots Stores 36,000 24.41% 01/31/10 64.02 08/13/07 Bi-Lo 40,051 25.81% 08/31/07 65 02/28/22 Dollar Tree Store 13,269 10.57% 08/31/09 67 68 06/30/30 69 12/31/16 Goodyear Tire 6,254 7.03% 11/30/06 70 09/30/08 71 74 11/30/10 Food-A-Rama, Inc. 63,266 20.09% 12/31/08 76 77 12/31/10 Rite Aid 10,408 14.15% 11/30/10 78 08/13/22 Rite Aid 16,123 15.79% 12/31/16 79 11/30/09 American Honda Motor Co., Inc. 35,490 27.48% 09/16/11 80 01/31/11 Pier 1 Imports 9,943 18.77% 02/29/12 81 11/30/10 Dollar StorePlus 5,915 6.17% 06/30/08 82 83 84 01/31/08 Petco Store 20,000 28.69% 06/30/07 85 04/30/06 Black, LoBello & Pilegoff, LLC 3,360 6.57% 03/31/07 86 02/28/18 87 89 10/31/10 Beazer Homes 18,395 16.33% Multiple Spaces 90 03/31/11 Davidson & Grannum 10,129 12.59% 01/31/11 91 92 12/31/27 Magnolia Hallam, DMD, MS 2,817 6.17% 09/30/19 93 94 95 96 97 03/31/16 Cheeseburger in Paradise 8,372 14.91% 11/30/13 99 100 101 102 103 03/02/10 Austin Escrow & Title 5,926 12.20% 04/30/06 104 07/31/15 105 106 108 110 01/31/20 Advanced Chiropractic Center 3,000 4.39% 12/31/07 111 Various Various Various Various Various 111.01 03/31/13 Agora 2,500 4.63% 04/30/09 112 11/30/13 Outback Steakhouse 6,000 11.24% 03/31/07 113 07/31/09 Port Cargo Service 30,000 11.71% 06/30/17 114 115 03/14/14 Arbor Center for Eyecare 6,307 10.91% 05/31/14 117 118 11/30/20 Outback Steakhouse 6,156 19.26% 03/31/15 121 03/31/09 Barbara's Professional 3,705 12.26% 08/31/09 122 123 124 06/30/17 125 05/31/06 Ortho Mattress 3,740 13.75% 12/31/05 126 09/30/06 Demarc 6,698 20.76% 08/01/07 127 01/01/08 Patio World 24,800 18.19% 10/01/09 128 129 130 11/30/09 Blockbuster Video 5,124 7.95% 09/30/07 131 06/30/08 132 Various Various Various Various Various 132.01 Multiple Spaces Main Line Allergy 3,782 15.62% 04/01/06 132.02 10/14/07 Furniture Store 5,200 22.14% 07/01/07 134 135 Various Various Various Various Various 135.01 11/30/05 PMG Physician Associates, P.C. 1,982 5.64% 07/31/10 135.02 05/01/15 Keith Properties, Inc. 3,000 11.56% 12/31/06 136 05/31/14 First Horizon Home Loan 3,735 13.01% 02/28/10 137 Multiple Spaces Whitman, Requardt, and Assoc. 4,531 13.25% 05/31/06 138 08/31/09 139 02/28/15 141 05/31/12 142 07/31/10 Accudata 7,995 20.67% 05/31/10 143 03/31/80 144 01/04/09 Aaron Rents, Inc. 6,400 13.68% 03/31/09 145 01/31/09 Pump It Up 12,650 16.89% 06/30/10 146 148 150 09/30/10 Specialty Sports Venture, LLC 8,108 15.13% 09/30/05 151 01/31/09 Utah Cancer Specialists 5,973 12.83% 09/30/13 152 06/30/77 153 154 11/01/07 Gabor Agency 6,038 21.04% 02/01/11 155 01/31/13 Catherine's Plus Sizes 4,000 17.52% 11/30/06 156 03/31/80 157 07/31/08 Hank's Pizza 3,117 5.88% 12/31/08 158 10/31/79 159 160 09/30/05 Dr. Schmedding, DDS 2,879 11.20% 12/31/15 161 08/31/79 162 163 01/31/25 165 166 12/31/08 China Buffett 5,400 19.22% 04/30/15 167 10/30/19 Bedford Federal 2,400 5.80% 07/31/10 168 03/31/78 169 170 07/31/79 171 07/31/78 172 09/30/09 Prime Cap Funding, Inc. 1,550 9.44% 05/31/10 173 02/28/19 Sleepy's Inc. 6,000 46.64% 02/28/10 174 12/31/79 175 08/31/14 New Brunswick PCS, Inc 2,462 20.72% 04/30/14 176 09/30/16 Southern Chinese Newspaper 9,000 33.33% 09/30/16 177 09/30/78 178 06/30/18 179 10/31/10 Triangle Surgical Associates, P.A. 9,026 49.95% 08/31/18 180 06/16/19 181 03/31/79 182 10/31/78 185 06/07/20 186 Various Various Various Various Various 186.01 05/31/11 Bosco Ristorante 3,200 29.09% 01/31/15 186.02 12/31/09 ASA Federal Credit Union 1,920 9.93% 01/31/08 189 04/16/10 Davanni's 4,197 31.28% 09/30/09 190 01/26/19 191 192 05/31/06 Route One Community Center 4,800 12.74% 05/15/10 193 04/30/10 Terrell Mill Bottle Shop 4,500 17.82% 09/30/07 194 11/29/20 195 01/31/17 196 06/30/79 197 02/28/07 Progressive Partners, Inc. 2,773 19.65% 07/31/06 198 12/31/07 Green Tree Servicing 3,796 12.22% 11/30/10 199 200 202 11/30/42 203 08/31/15 VS Associates 3,138 20.63% 06/01/20 205 206 207 11/30/11 208 02/28/14 209 04/30/14 </TABLE> <TABLE> MORTGAGE 3RD LARGEST 3RD LARGEST 3RD LARGEST LOAN TENANT TENANT % TENANT NUMBER 3RD LARGEST TENANT NAME SQ. FT OF NRA EXP. DATE - ------------------------------------------------------------------------------------------------------------------------------------ 1 Atlanta Napp Deady, Inc. 20,285 0.50% MTM 2 Various Various Various Various 2.01 2.02 World of Good Tastes 2,911 0.89% 03/31/11 2.03 2.04 Hard Rock Cafe 16,112 11.01% 07/31/13 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 DRG & Associates 2,271 3.06% MTM 2.14 3 Raytheon Company 116,128 10.86% 08/31/13 4 Sprint Communications Company 83,920 7.98% 12/31/12 5 Various Various Various Various 5.01 Linens-N-Things 28,000 3.67% 01/31/14 5.02 JC Penney 40,388 9.63% 02/24/08 6 Qwest/Equis 12,223 1.70% 03/31/10 7 Hahn Loeser & Parks 70,015 5.88% 09/30/12 8 Various Various Various Various 8.01 Davis Carter Scott 17,673 5.90% 03/31/09 8.02 Vitalspring Technology 13,653 8.48% 03/31/07 9 10 Jimbo's Naturally 18,000 6.81% 12/31/18 11 NatureServe (f/k/a Association for Biodiversity Info) 25,961 7.84% 06/30/06 12 13 Gold's Gym Inc 17,225 4.80% 09/30/14 14 Champs 11,793 2.37% 06/30/06 15 16 17 Kastle Systems, Inc. 40,162 16.51% 12/31/10 18 Linens-N-Things 28,169 10.28% 01/31/13 19 20 21 22 Jo Ann's 15,030 5.74% 03/31/07 23 24 Spectrum Club Holding Company 8,915 4.65% 06/30/10 25 Sony Theatres 32,058 12.96% 02/28/10 27 ZYZYX, Inc. 4,276 5.28% 05/31/07 29 32 33 Levitz/Miller's Furniture, Inc. 29,250 12.03% 05/31/12 34 Dollar Tree 8,000 5.97% MTM 35 36 38 40 41 Blockbuster Video 6,880 6.19% 11/30/08 43 44 45 Longs Drugs 21,240 16.77% 02/28/09 46 Hearts Home Early Learning 8,384 7.55% 07/31/16 47 Goodwill Industries 8,400 6.71% 12/31/09 48 49 Blockbuster Video 4,500 5.08% 09/30/07 50 51 PicoLight 32,858 13.97% 09/30/11 52 Sammy's Marketplace 5,711 8.28% 07/31/13 53 55 56 Sleep Country 5,500 6.83% 05/31/07 57 Levenger 17,920 6.34% 06/30/06 58 Jasons Deli 4,942 4.78% 06/30/09 59 Various Various Various Various 59.01 Dollar Tree Stores 7,823 5.85% 01/31/10 59.02 MAB Paints 4,701 10.13% MTM 61 Panera Bread 4,251 6.93% 12/31/15 62 63 64 Various Various Various Various 64.01 Food Lion 29,000 19.66% 11/11/09 64.02 Beall's/Burke's Outlet 19,600 12.63% 09/30/09 65 Kens World of Video 7,940 6.32% 10/31/06 67 68 69 Buffalo Wings Factory 5,600 6.30% 09/30/12 70 71 74 Gardiners Home Furnishing 61,646 19.57% 08/31/12 76 77 Blockbuster Video 5,600 7.62% 12/31/06 78 Kragen Auto 12,554 12.29% 09/30/09 79 W.W. Grainger, Inc. 21,350 16.53% 03/31/11 80 The Mattress Firm 5,556 10.49% 01/31/06 81 Fashion Bug 5,500 5.74% 01/31/06 82 83 84 United Board Shop 5,810 8.33% 10/31/08 85 Russell Jayne, MD Ltd. 3,360 6.57% 11/30/06 86 87 89 Stanton Door 8,305 7.37% 09/30/10 90 Vision-Sciences, Inc. 10,000 12.43% 08/31/10 91 92 Federal Bureau of Investigation (GSA) 1,813 3.97% 05/31/15 93 94 95 96 97 Rise-N-Dine (Theo. Maglaris) 4,862 8.66% 02/28/18 99 100 101 102 103 WebMethods 5,881 12.11% 10/31/05 104 105 106 108 110 Closet Treasures Thrift Store 2,800 4.10% 05/04/08 111 Various Various Various Various 111.01 Orizak 2,500 4.63% 05/31/14 112 Tokyo Inn Japanese Steakhouse 5,400 10.12% 09/30/17 113 114 115 Harmony Health Partners 4,011 6.94% 08/31/14 117 118 Navy Federal Credit Union 6,000 18.78% 03/31/15 121 Micasa Mexican Restaurant 2,805 9.28% 10/31/07 122 123 124 125 El Pollo Loco 3,500 12.87% 02/28/09 126 Echo 5,708 17.69% 06/30/09 127 Sheribel 16,000 11.73% 05/01/08 128 129 130 Orient Kitchen 5,107 7.92% 10/31/06 131 132 Various Various Various Various 132.01 Meyer Associates 3,016 12.45% 03/31/06 132.02 Warehouse 2,400 10.22% 09/30/07 134 135 Various Various Various Various 135.01 Anchor International 1,976 5.62% 07/31/09 135.02 Genesis Capital Advisors, Inc 2,400 9.25% 02/28/07 136 Moe's Southwest Grill 2,517 8.77% 05/31/14 137 Acurate 2,548 7.45% 03/31/07 138 139 141 142 NewFirst National Bank 5,695 14.72% 07/14/15 143 144 BMA Fort Belvoir 5,600 11.97% 11/30/06 145 Better Homes & Bargains 7,200 9.61% 07/31/09 146 148 150 Littleton Fine Food Corp. 5,685 10.61% 01/31/07 151 Wirt A. Hines, MD 2,958 6.36% 01/31/07 152 153 154 Dieson & Assoc. 4,772 16.63% 11/30/05 155 Osaka Restaurant 2,400 10.51% 12/31/08 156 157 King Laundromat 2,740 5.17% 02/15/10 158 159 160 Dawn Woo Huysing, DDS 2,574 10.02% 03/31/12 161 162 163 165 166 CDG Management 4,200 14.95% 05/31/15 167 Mike Prillaman 1,200 2.90% 09/30/06 168 169 170 171 172 Palacek, Skaja & Broyles 1,343 8.18% 11/01/07 173 174 175 176 Global Communication 2,500 9.26% 09/30/11 177 178 179 180 181 182 185 186 Various Various Various Various 186.01 Neo Day Spa 2,200 20.00% 07/31/14 186.02 CONCOM 1,460 7.55% 10/31/07 189 Wells Fargo Financial 1,273 9.49% 03/31/06 190 191 192 Hunan East 3,950 10.48% 12/31/08 193 Vatica 3,000 11.88% 08/31/06 194 195 196 197 Orthodonitics Center of America 2,100 14.88% 06/30/07 198 3Plains Holdings Corp 3,315 10.67% 12/31/08 199 200 202 203 Eye of the Tiger 3,100 20.38% 10/31/06 205 206 207 208 209 </TABLE> <TABLE> MORTGAGE LOAN LARGEST AFFILIATED SPONSOR FLAG NUMBER LOCKBOX (> THAN 4% OF POOL) - ------------------------------------------------------------------------------------------------------------------ 1 Day 1 AMC, Inc. 2 Day 1 Rubicon-NGP, Inc. NGP Capital Partners III LLC Rubicon US REIT, Inc. 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 3 Day 1 Beacon Capital Strategic Partners III, L.P. 4 Day 1 Kenneth Carmel 5 Day 1 5.01 5.02 6 7 Day 1 8 Springing 8.01 8.02 9 Day 1 Beacon Capital Strategic Partners III, L.P. 10 11 Day 1 Beacon Capital Strategic Partners III, L.P. 12 Springing 13 Day 1 Beacon Capital Strategic Partners III, L.P. 14 Day 1 15 Day 1 16 Springing 17 Day 1 Beacon Capital Strategic Partners III, L.P. 18 19 Day 1 20 Springing 21 Day 1 Beacon Capital Strategic Partners III, L.P. 22 Day 1 23 Day 1 24 25 Regency Centers Corporation and Macquarie Country Wide Trust 27 Regency Centers Corporation and Macquarie Country Wide Trust 29 Day 1 32 Day 1 33 34 Regency Centers Corporation and Macquarie Country Wide Trust 35 Day 1 36 Day 1 38 Day 1 40 41 Regency Centers Corporation and Macquarie Country Wide Trust 43 Day 1 44 Day 1 45 Regency Centers Corporation and Macquarie Country Wide Trust 46 Regency Centers Corporation and Macquarie Country Wide Trust 47 Regency Centers Corporation and Macquarie Country Wide Trust 48 Springing 49 50 Springing 51 52 53 Day 1 55 56 Regency Centers Corporation and Macquarie Country Wide Trust 57 58 Regency Centers Corporation and Macquarie Country Wide Trust 59 Regency Centers Corporation and Macquarie Country Wide Trust 59.01 59.02 61 62 Day 1 63 Springing 64 64.01 64.02 65 Regency Centers Corporation and Macquarie Country Wide Trust 67 68 Day 1 69 Regency Centers Corporation and Macquarie Country Wide Trust 70 Day 1 Beacon Capital Strategic Partners III, L.P. 71 Day 1 74 Springing 76 Springing 77 Regency Centers Corporation and Macquarie Country Wide Trust 78 Regency Centers Corporation and Macquarie Country Wide Trust 79 80 Regency Centers Corporation and Macquarie Country Wide Trust 81 Regency Centers Corporation and Macquarie Country Wide Trust 82 Springing 83 84 85 86 Day 1 87 Day 1 89 90 91 92 93 Springing 94 95 Day 1 96 Day 1 97 99 Springing 100 Day 1 101 Day 1 102 103 104 105 Springing 106 Springing 108 Day 1 110 111 111.01 112 113 Day 1 114 Springing 115 117 118 121 122 Springing 123 Springing 124 Day 1 125 126 Springing 127 128 129 130 131 Day 1 132 132.01 132.02 134 Springing 135 135.01 135.02 136 137 Day 1 138 Day 1 139 Springing 141 142 143 144 145 Day 1 146 148 150 151 152 Day 1 153 Springing 154 155 156 Springing 157 Day 1 158 Springing 159 Springing 160 161 Springing 162 163 Day 1 165 166 167 168 Springing 169 170 Springing 171 Day 1 172 173 174 Springing 175 176 177 Springing 178 Springing 179 180 Springing 181 Springing 182 Springing 185 Springing 186 Springing 186.01 186.02 189 190 Springing 191 Springing 192 193 194 Springing 195 196 Springing 197 198 199 Springing 200 202 Springing 203 205 206 207 Springing 208 Springing 209 Springing </TABLE> (1) Certain of the Mortgage Loans detail "as-stabilized" appraised values as indicated by appraisal dates in the future. Reserves were generally taken at closing in order to address the difference between the "as-is" and "as-stabilized" valuation. See RISK FACTORS - The Mortgage Loans - Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property. (2) Eleven (11) Mortgage Loans, representing 20.4% of the Cut-Off Date Pool Balance, are part of a split loan structure and the related pari passu companion loans are not included in the trust fund. With respect to these Mortgage Loans, unless otherwise specified, the calculations of LTV ratios, DSC ratios and Loan Amount per Unit were are based upon the aggregate indebtedness of these Mortgage Loans (treating the U-Haul Portfolio loans as a single loan) and the related pari passu companion loans. (3) Occupancy percentage calculated excluding exhibition tenant space. See "DESCRIPTION OF THE MORTGAGE POOL - Additional Mortgage Loan Information" in the preliminary prospectus supplement.
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 <TABLE> ANNEX A-1B CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES MORTGAGE LOAN LOAN GROUP NUMBER NUMBER PROPERTY NAME - -------------------------------------------------------------- 26 2 Arbor Gates Apartments 28 2 Stone Canyon Apartments 30 2 Bentley Place Apartments 31 2 Windermere & Harrowgate 37 2 Summer Crest Apartments 39 2 Shelter Cove Apartments 42 2 The Ridge Apartments 54 2 Brookstone 60 2 Le Med Apartments 66 2 Spanish Wells Apartments 72 2 Sterling University Canyon 73 2 Abbey Rowe Apartments 75 2 Villa Serrano Apartments 88 2 Vista De San Jacinto 98 2 Carrington Court Apartments 107 2 Azalea Hill Apartments 109 2 Patriots Apartments 111.02 The Alamac 116 2 Polo Club Apartments 119 2 Hidden Village Apartments 120 2 City View Farm Apartments 133 2 Como Park Apartments 140 2 Candleglow Apartments 147 2 Van Mark Apartments 149 2 San Mateo Apartments 164 2 Garden Lane Apartments 183 2 The Mark Apartments 184 2 Boulder Ridge Apartments 187 2 Kelly Gardens Apartments 188 2 The Lakeview Terrace Apartments 201 2 The Gotham 204 2 Cornerstone Apartments </TABLE> <TABLE> MORTGAGE LOAN NUMBER ADDRESS - -------------------------------------------------------------------------------- 26 2500 Pinetree Road NE 28 5210 East Hampton Avenue 30 9670 Halsey Road 31 1825 & 1833 New Hampshire Avenue 37 2828 West Ball Road 39 2683 South Decatur Boulevard 42 15202 North 40th Street 54 1800 Marett Boulevard 60 950 West Sierra Madre Avenue 66 5355 South Rainbow Boulevard 72 4404 East Oltorf Street 73 9320 Windsor Lane N.E. 75 201 South Magnolia Avenue 88 652 North Ramona Boulevard 98 4401, 4501, 4500, 4504, 4508, 4512, 4601, 4604 West Chippewa Circle and 4400, 4500, 4600, 4604 West Custer Lane 107 5801 East Shirley Lane 109 1272 Union Road 111.02 1300 Collins Avenue 116 1000 High Road 119 2725 SW 27th Ave. 120 1043 West Jefferson Street 133 1385-1445 West Jessamine Street 140 1071 Candlelight Boulevard 147 3980 Old Sterlington Road 149 133-177 Orlando Street 164 700 Garden Lane 183 481 Cypress Lane 184 535 Northland Drive 187 188-192 Allen Street 188 1191 High Avenue 201 702 13th Street 204 2900 Steeplechase Lane </TABLE> <TABLE> MORTGAGE CROSS COLLATERALIZED MORTGAGED GENERAL SPECIFIC LOAN AND CROSS DEFAULTED LOAN PROPERTY PROPERTY NUMBER CITY STATE ZIP CODE LOAN FLAG SELLER TYPE TYPE - --------------------------------------------------------------------------------------------------------------------------------- 26 Atlanta GA 30324 Wachovia Multifamily Conventional 28 Mesa AZ 85206 Wachovia Multifamily Conventional 30 Lenexa KS 66215 Wachovia Multifamily Conventional 31 Washington DC 20009 Wachovia Multifamily Conventional 37 Anaheim CA 92804 Wachovia Multifamily Conventional 39 Las Vegas NV 89102 Wachovia Multifamily Conventional 42 Phoenix AZ 85032 Wachovia Multifamily Conventional 54 Rock Hill SC 29732 Wachovia Multifamily Conventional 60 Azusa CA 91702 Wachovia Multifamily Conventional 66 Las Vegas NV 89118 Wachovia Multifamily Conventional 72 Austin TX 78741 AMCC Multifamily Student Housing 73 Olympia WA 98516 Wachovia Multifamily Conventional 75 Anaheim CA 92804 Wachovia Multifamily Conventional 88 San Jacinto CA 92583 CWCapital Multifamily Conventional 98 Sioux Falls SD 57106 AMCC Multifamily Conventional 107 Montgomery AL 36117 CWCapital Multifamily Conventional 109 Gastonia NC 28054 Wachovia Multifamily Conventional 111.02 Miami Beach FL 33139 Multifamily Conventional 116 Tallahassee FL 32304 AMCC Multifamily Student Housing 119 Gainesville FL 32608 AMCC Multifamily Conventional 120 Franklin IN 46131 Wachovia Multifamily Conventional 133 St. Paul MN 55108 AMCC Multifamily Conventional 140 Brooksville FL 34601 Wachovia Multifamily Conventional 147 Monroe LA 71203 Wachovia Multifamily Conventional 149 El Cajon CA 92021 CWCapital Multifamily Conventional 164 Shakopee MN 55379 AMCC Multifamily Conventional 183 Greenville MS 38701 Wachovia Multifamily Conventional 184 St. Joseph MN 56374 AMCC Multifamily Conventional 187 New Britain CT 06053 Wachovia Multifamily Conventional 188 Oshkosh WI 54901 Wachovia Multifamily Conventional 201 Miami Beach FL 33139 Wachovia Multifamily Conventional 204 Montgomery AL 36116 CWCapital Multifamily Conventional </TABLE> <TABLE> MORTGAGE ORIGINAL % OF AGGREGATE % OF AGGREGATE MATURITY LOAN LOAN CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE ORIGINATION FIRST PAY DATE OR MORTGAGE NUMBER BALANCE LOAN BALANCE ($) BALANCE GROUP 2 BALANCE DATE DATE ARD RATE - ------------------------------------------------------------------------------------------------------------------------------------ 26 28,500,000.00 28,500,000.00 0.78% 8.94% 05/12/05 07/11/05 06/11/10 5.1800% 28 25,200,000.00 25,200,000.00 0.69% 7.90% 06/21/05 08/11/05 07/11/15 5.2300% 30 24,000,000.00 24,000,000.00 0.66% 7.53% 06/29/05 08/11/05 07/11/15 4.9000% 31 23,850,000.00 23,850,000.00 0.65% 7.48% 07/19/05 09/11/05 08/11/15 5.2800% 37 21,300,000.00 21,300,000.00 0.58% 6.68% 06/30/05 08/11/05 07/11/15 5.2900% 39 20,050,000.00 20,050,000.00 0.55% 6.29% 07/07/05 08/11/05 07/11/15 5.1100% 42 18,000,000.00 18,000,000.00 0.49% 5.64% 07/22/05 09/11/05 08/11/15 5.0300% 54 15,500,000.00 15,500,000.00 0.42% 4.86% 06/30/05 08/11/05 07/11/15 4.7600% 60 13,700,000.00 13,700,000.00 0.37% 4.30% 06/29/05 08/11/05 07/11/15 5.2900% 66 12,650,000.00 12,650,000.00 0.35% 3.97% 07/07/05 08/11/05 07/11/15 5.1100% 72 12,000,000.00 12,000,000.00 0.33% 3.76% 04/18/05 06/11/05 05/11/15 5.5300% 73 11,836,000.00 11,836,000.00 0.32% 3.71% 05/20/05 07/11/05 02/11/15 5.3000% 75 11,500,000.00 11,500,000.00 0.31% 3.61% 06/29/05 08/11/05 07/11/15 5.2900% 88 8,750,000.00 8,750,000.00 0.24% 2.74% 07/20/05 09/01/05 08/01/15 5.2150% 98 7,500,000.00 7,492,599.31 0.20% 2.35% 06/22/05 08/11/05 07/11/15 5.3100% 107 6,700,000.00 6,685,799.79 0.18% 2.10% 05/12/05 07/01/05 06/01/15 5.3250% 109 6,560,000.00 6,560,000.00 0.18% 2.06% 05/26/05 07/11/05 06/11/15 5.6500% 111.02 2,000,000.00 116 5,800,000.00 5,778,882.16 0.16% 1.81% 06/23/05 08/11/05 07/11/20 5.0000% 119 5,600,000.00 5,588,665.68 0.15% 1.75% 05/13/05 07/11/05 06/11/15 5.5400% 120 5,500,000.00 5,494,372.99 0.15% 1.72% 06/24/05 08/11/05 07/11/15 5.1600% 133 5,000,000.00 5,000,000.00 0.14% 1.57% 06/13/05 08/11/05 07/11/12 5.7600% 140 4,500,000.00 4,500,000.00 0.12% 1.41% 06/30/05 08/11/05 07/11/15 5.0000% 147 4,200,000.00 4,195,764.42 0.11% 1.32% 07/01/05 08/11/05 07/11/15 5.2200% 149 4,150,000.00 4,150,000.00 0.11% 1.30% 05/20/05 07/01/05 06/01/15 5.5000% 164 3,575,000.00 3,567,622.70 0.10% 1.12% 05/13/05 07/11/05 06/11/15 5.4500% 183 2,640,000.00 2,634,218.17 0.07% 0.83% 06/03/05 07/11/05 06/11/15 5.1700% 184 2,600,000.00 2,597,465.49 0.07% 0.81% 06/13/05 08/11/05 07/11/15 5.3600% 187 2,475,000.00 2,475,000.00 0.07% 0.78% 06/30/05 08/11/05 07/11/15 5.0800% 188 2,400,000.00 2,400,000.00 0.07% 0.75% 12/28/04 02/11/05 01/11/10 5.0300% 201 1,500,000.00 1,498,368.27 0.04% 0.47% 06/24/05 08/11/05 07/11/15 4.9000% 204 1,430,000.00 1,428,522.95 0.04% 0.45% 06/24/05 08/01/05 07/01/15 5.1200% </TABLE> <TABLE> INTEREST REMAINING MORTGAGE LOAN INTEREST ACCURAL ORIGINAL TERM TERM TO REMAINING ORIGINAL REMAINING LOAN ADMINISTRATIVE ACCRUAL METHOD TO MATURITY OR MATURITY OR IO PERIOD AMORT AMORT NUMBER COST RATE METHOD DURING IO ARD (MOS.) ARD (MOS.) (MOS.) TERM (MOS.) TERM (MOS.) - ------------------------------------------------------------------------------------------------------------------------------------ 26 0.02045% Actual/360 Actual/360 60 58 58 IO IO 28 0.02045% Actual/360 Actual/360 120 119 119 IO IO 30 0.02045% Actual/360 Actual/360 120 119 47 360 360 31 0.02045% Actual/360 120 120 360 360 37 0.04045% Actual/360 Actual/360 120 119 35 360 360 39 0.02045% Actual/360 Actual/360 120 119 23 360 360 42 0.02045% Actual/360 Actual/360 120 120 48 360 360 54 0.02045% Actual/360 Actual/360 120 119 59 360 360 60 0.04045% Actual/360 Actual/360 120 119 35 360 360 66 0.02045% Actual/360 Actual/360 120 119 23 360 360 72 0.02045% Actual/360 Actual/360 120 117 21 360 360 73 0.02045% Actual/360 Actual/360 116 114 18 360 360 75 0.04045% Actual/360 Actual/360 120 119 35 360 360 88 0.06045% Actual/360 120 120 360 360 98 0.02045% Actual/360 120 119 360 359 107 0.06045% Actual/360 120 118 360 358 109 0.02045% Actual/360 Actual/360 120 118 22 360 360 111.02 116 0.02045% Actual/360 180 179 180 179 119 0.02045% Actual/360 120 118 360 358 120 0.02045% Actual/360 120 119 360 359 133 0.07045% Actual/360 Actual/360 84 83 23 360 360 140 0.02045% Actual/360 Actual/360 120 119 35 360 360 147 0.02045% Actual/360 120 119 360 359 149 0.06045% Actual/360 Actual/360 120 118 22 360 360 164 0.02045% Actual/360 120 118 360 358 183 0.02045% Actual/360 120 118 360 358 184 0.02045% Actual/360 120 119 360 359 187 0.02045% Actual/360 Actual/360 120 119 59 360 360 188 0.02045% Actual/360 Actual/360 60 53 17 360 360 201 0.02045% Actual/360 120 119 360 359 204 0.06045% Actual/360 120 119 360 359 </TABLE> <TABLE> MORTGAGE MATURITY DATE MORTGAGE LOAN MONTHLY P&I OR ARD BALLOON ARD APPRAISED LOAN NUMBER PAYMENTS ($) BALANCE ($) LOAN PREPAYMENT PROVISIONS VALUE ($) NUMBER - ------------------------------------------------------------------------------------------------------------------------------------ 26 IO 28,500,000.00 N GRTR1%orYM(50),O(10) 35,800,000 26 28 IO 25,200,000.00 Y L(24),GRTR1%orYM(93),O(3) 36,600,000 28 30 127374 21,660,528.86 N L(48),D(69),O(3) 32,000,000 30 31 132144 19,784,688.11 N L(49),GRTR2%orYM(60),YM(8),O(3) 35,100,000 31 37 118148 18,971,873.62 N L(25),D(92),O(3) 32,800,000 37 39 108985 17,398,717.18 N L(48),D(69),O(3) 26,100,000 39 42 96958 16,283,875.56 N L(48),D(69),O(3) 24,700,000 42 54 80949 14,242,761.30 N L(25),D(91),O(4) 20,000,000 54 60 75992 12,202,566.70 N L(25),D(92),O(3) 18,500,000 60 66 68761 10,977,244.93 N L(48),D(69),O(3) 15,850,000 66 72 68361 10,520,981.36 N L(36),GRTR1%orYM(81),O(3) 17,400,000 72 73 65726 10,316,845.45 N L(26),D(87),O(3) 17,000,000 73 75 63789 10,243,030.08 N L(25),D(92),O(3) 16,900,000 75 88 48128 7,259,057.77 N L(24),D(92),O(4) 12,250,000 88 98 41694 6,228,065.17 N L(36),D(81),O(3) 12,300,000 98 107 37310 5,577,731.97 N L(26),D(90),O(4) 8,800,000 107 109 37867 5,767,487.66 N L(26),D(91),O(3) 8,525,000 109 111.02 6,200,000 111.02 116 46090 N L(36),D(141),O(3) 10,000,000 116 119 31937 4,683,532.01 N L(26),D(91),O(3) 7,400,000 119 120 30065 4,545,439.82 N L(25),D(92),O(3) 6,900,000 120 133 29210 4,663,138.46 N L(36),D(45),O(3) 11,150,000 133 140 24157 3,983,280.46 N L(25),D(92),O(3) 7,450,000 140 147 23115 3,477,745.38 N L(36),D(77),O(7) 6,450,000 147 149 23563 3,641,964.76 N L(26),D(90),O(4) 7,900,000 149 164 20186 2,981,592.53 N L(36),D(81),O(3) 4,670,000 164 183 14448 2,182,370.79 N L(48),D(65),O(7) 4,000,000 183 184 14535 2,162,474.46 N L(36),GRTR1%orYM(81),O(3) 3,390,000 184 187 13408 2,285,397.73 N L(25),D(92),O(3) 3,100,000 187 188 12928 2,294,428.52 N L(48),D(6),O(6) 3,000,000 188 201 7961 1,229,206.24 N L(25),D(92),O(3) 2,900,000 201 204 7782 1,183,027.13 N L(25),D(91),O(4) 1,800,000 204 </TABLE> <TABLE> CUT-OFF LTV CUT-OFF MORTGAGE DATE RATIO AT DATE LOAN LOAN APPRAISAL DSCR LTV MATURITY YEAR YEAR NUMBER UNIT OF AMOUNT PER OCCUPANCY NUMBER DATE (X) RATIO OR ARD BUILT RENOVATED OF UNITS MEASURE (UNIT) ($) RATE - ------------------------------------------------------------------------------------------------------------------------------------ 26 04/26/05 1.46 79.61% 79.61% 1991 2005 303 Units 94,059 96.70% 28 05/06/05 1.67 68.85% 68.85% 2000 392 Units 64,286 94.64% 30 05/02/05 1.48 75.00% 67.69% 1968 1995 510 Units 47,059 87.84% 31 06/10/05 1.20 67.95% 56.37% 1920 2004 221 Units 107,919 95.00% 37 05/14/05 1.28 64.94% 57.84% 1971 2004 183 Units 116,393 97.81% 39 05/23/05 1.24 76.82% 66.66% 1988 304 Units 65,954 96.71% 42 06/10/05 1.20 72.87% 65.93% 1987 380 Units 47,368 90.26% 54 06/18/05 1.26 77.50% 71.21% 2002 348 Units 44,540 90.52% 60 05/19/05 1.20 74.05% 65.96% 1988 128 Units 107,031 96.88% 66 05/23/05 1.24 79.81% 69.26% 1993 180 Units 70,278 94.44% 72 08/26/05 1.63 68.97% 60.47% 2000 660 Units 18,182 80.91% 73 04/05/05 1.20 69.62% 60.69% 2004 162 Units 73,062 91.98% 75 05/14/05 1.24 68.05% 60.61% 1968 2004 117 Units 98,291 93.16% 88 05/25/05 1.23 71.43% 59.26% 1978 157 Units 55,732 99.40% 98 04/01/05 1.78 60.92% 50.63% 1990 220 Units 34,057 95.45% 107 03/14/05 1.51 75.98% 63.38% 1988/1990 2004-2005 144 Units 46,429 93.75% 109 03/25/05 1.21 76.95% 67.65% 1998 186 Units 35,269 83.33% 111.02 04/29/05 1934 1987 44 Units 95.45% 116 04/29/05 1.42 57.79% 1998 351 Units 16,464 93.45% 119 09/01/05 1.22 75.52% 63.29% 1975 188 Units 29,727 78.19% 120 04/28/05 1.22 79.63% 65.88% 2003 84 Units 65,409 91.67% 133 04/01/05 1.43 44.84% 41.82% 1972 2004 222 Units 22,523 79.73% 140 06/08/05 1.36 60.40% 53.47% 1987 152 Units 29,605 96.05% 147 04/01/05 1.58 65.05% 53.92% 1985 144 Units 29,137 95.14% 149 11/19/04 1.43 52.53% 46.10% 1960-1961 2000/2004 80 Units 51,875 100.00% 164 03/29/05 1.34 76.39% 63.85% 2004 48 Units 74,325 85.42% 183 04/01/05 1.61 65.86% 54.56% 1985 96 Units 27,440 97.92% 184 05/11/05 1.22 76.62% 63.79% 2004 44 Units 59,033 100.00% 187 06/02/05 1.22 79.84% 73.72% 1970 2004 66 Units 37,500 98.48% 188 11/11/04 1.25 80.00% 76.48% 1966 2004 60 Units 40,000 96.67% 201 04/29/05 1.92 51.67% 42.39% 1937 1988 36 Units 41,621 94.44% 204 05/16/05 1.35 79.36% 65.72% 1998 32 Units 44,641 100.00% </TABLE> <TABLE> MOST MORTGAGE RECENT MOST MOST MOST LOAN OCCUPANCY REVENUES RECENT RECENT RECENT NUMBER "AS OF" DATE MOST RECENT PERIOD ($) EXPENSES ($) NOI ($) NCF ($) - ------------------------------------------------------------------------------------------------------------------------------------ 26 06/14/05 Trailing 3 Months 2,902,588 1,242,768 1,659,820 1,599,220 28 06/14/05 2004 3,226,941 1,167,986 2,058,955 1,980,555 30 06/16/05 2004 3,996,358 1,781,221 2,215,137 2,087,637 31 05/12/05 37 06/15/05 2004 2,400,371 840,560 1,559,811 1,514,061 39 07/05/05 2004 2,467,761 913,755 1,554,006 1,478,006 42 06/22/05 T-12 05/2005 2,580,326 1,174,047 1,406,279 1,317,359 54 06/24/05 T-6 2,571,938 1,294,724 1,277,214 1,207,614 60 05/16/05 2004 1,598,676 612,000 986,676 954,676 66 07/05/05 2004 1,676,076 625,016 1,051,060 1,006,060 72 04/19/05 Trailing 12 (12/03-12/04) 2,480,298 1,176,282 1,304,016 1,263,174 73 06/27/05 75 06/15/05 2004 1,407,624 717,034 690,590 661,340 88 05/31/05 Full Year ending 12/31/04 1,049,998 409,877 640,121 640,121 98 04/22/05 Trailing 12 (05/01/04 - 04/30/05) 1,694,360 715,084 979,276 841,306 107 04/30/05 Full Year ending 12-31-04 1,106,669 389,469 717,200 681,200 109 04/06/05 T3 Ending 5/2005 1,027,032 575,610 451,422 404,922 111.02 04/29/05 2004 666,063 303,323 362,740 351,740 116 04/30/05 Statement 2004 1,505,372 656,966 848,406 848,406 119 04/12/05 Statement 2004 865,632 335,487 530,145 530,145 120 06/23/05 T-3 May 05 641,260 289,783 351,477 332,577 133 04/01/05 Statement 2004 1,550,653 1,156,016 394,637 394,637 140 06/30/05 2004 866,618 465,230 401,388 363,388 147 03/02/05 2004 1,022,636 509,083 513,553 477,553 149 02/01/05 7 Months Annualized through 01-31-05 813,195 163,505 649,690 649,690 164 05/16/05 183 03/02/05 2004 629,187 321,458 307,729 283,729 184 05/11/05 Annualized 2005 (1/05 - 4/05) 437,705 87,740 349,964 349,964 187 06/20/05 May 05 Annualized 398,842 185,597 213,245 193,480 188 04/07/05 T-6 3/2005 365,618 200,433 165,185 150,185 201 06/15/05 2004 348,612 184,078 164,534 155,534 204 06/21/05 3 Months Annualized through 03-05-05 233,040 87,980 145,060 145,060 </TABLE> <TABLE> MORTGAGE UW NET UW NET LARGEST LOAN UW UW OPERATING CASH TENANT NUMBER REVENUES ($) EXPENSES ($) INCOME ($) FLOW ($) LARGEST TENANT NAME SQ. FT - ----------------------------------------------------------------------------------------------------------------------- 26 3,348,032 1,131,971 2,216,061 2,155,461 28 3,468,397 1,185,198 2,283,199 2,204,799 30 4,020,480 1,628,019 2,392,461 2,264,961 31 2,971,697 1,022,414 1,949,283 1,905,083 37 2,660,746 803,908 1,856,838 1,811,088 39 2,645,544 944,164 1,701,380 1,625,380 42 2,614,053 1,133,456 1,480,597 1,391,677 54 2,579,774 1,289,590 1,290,184 1,220,584 60 1,722,101 594,288 1,127,813 1,095,813 66 1,708,512 641,468 1,067,044 1,022,044 72 2,667,993 1,265,833 1,402,160 1,336,160 73 1,561,842 573,980 987,862 947,362 75 1,566,352 586,090 980,262 951,012 88 1,174,116 424,915 749,201 709,951 98 1,684,217 735,639 948,578 891,135 107 1,115,346 402,868 712,478 677,774 109 1,109,868 514,664 595,204 548,704 111.02 708,461 300,541 407,920 407,920 116 1,521,344 697,763 823,581 787,347 119 934,080 465,027 469,053 417,353 120 747,363 287,184 460,179 441,279 133 1,626,784 1,055,471 571,313 499,607 140 903,555 471,631 431,924 393,924 147 985,907 510,984 474,922 438,922 149 720,899 296,552 424,347 404,347 164 457,972 167,173 290,799 278,799 183 627,052 323,980 303,073 279,073 184 352,368 131,129 221,240 212,818 187 419,447 204,193 215,254 195,489 188 415,159 206,306 208,852 193,852 201 372,137 179,927 192,210 183,210 204 223,521 87,584 135,937 126,401 </TABLE> <TABLE> 2ND 2ND LARGEST 2ND MORTGAGE LARGEST LARGEST LARGEST TENANT LARGEST LOAN TENANT TENANT TENANT % OF TENANT NUMBER % OF NRA EXP. DATE 2ND LARGEST TENANT NAME SQ. FT. NRA (%) EXP. DATE 3RD LARGEST TENANT NAME - ------------------------------------------------------------------------------------------------------------------------------------ 26 28 30 31 37 39 42 54 60 66 72 73 75 88 98 107 109 111.02 116 119 120 133 140 147 149 164 183 184 187 188 201 204 3RD 3RD 3RD LARGEST LARGEST MORTGAGE LARGEST TENANT TENANT MORTGAGE LOAN TENANT % OF EXP. LARGEST AFFILIATED SPONSOR FLAG LOAN NUMBER SQ. FT NRA DATE LOCKBOX (> THAN 4% OF POOL) NUMBER - ---------------------------------------------------------------------------------------------------------------- 26 26 28 Day 1 28 30 30 31 31 37 Springing 37 39 Day 1 39 42 42 54 54 60 Springing 60 66 Day 1 66 72 72 73 73 75 Springing 75 88 88 98 98 107 107 109 109 111.02 111.02 116 116 119 119 120 120 133 Springing 133 140 140 147 Springing 147 149 Day 1 149 164 164 183 183 184 184 187 187 188 Springing 188 201 201 204 204 </TABLE>
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 <TABLE> ANNEX A-2 CERTAIN INFORMATION REGARDING MULTIFAMILY MORTGAGED PROPERTIES MORTGAGE LOAN GROUP LOAN NUMBER NUMBER PROPERTY NAME PROPERTY ADDRESS - ------------------------------------------------------------------------------------------------------------------------------------ 26 2 Arbor Gates Apartments 2500 Pinetree Road NE 28 2 Stone Canyon Apartments 5210 East Hampton Avenue 30 2 Bentley Place Apartments 9670 Halsey Road 31 2 Windermere & Harrowgate 1825 & 1833 New Hampshire Avenue 37 2 Summer Crest Apartments 2828 West Ball Road 39 2 Shelter Cove Apartments 2683 South Decatur Boulevard 42 2 The Ridge Apartments 15202 North 40th Street 54 2 Brookstone 1800 Marett Boulevard 60 2 Le Med Apartments 950 West Sierra Madre Avenue 66 2 Spanish Wells Apartments 5355 South Rainbow Boulevard 72 2 Sterling University Canyon 4404 East Oltorf Street 73 2 Abbey Rowe Apartments 9320 Windsor Lane N.E. 75 2 Villa Serrano Apartments 201 South Magnolia Avenue 88 2 Vista De San Jacinto 652 North Ramona Boulevard 91 1 Park Crest Apartments 2070 Belmont Road 98 2 Carrington Court Apartments 4401, 4501, 4500, 4504, 4508, 4512, 4601, 4604 West Chippewa Circle and 4400, 4500, 4600, 4604 West Custer Lane 107 2 Azalea Hill Apartments 5801 East Shirley Lane 109 2 Patriots Apartments 1272 Union Road 111.02 1 The Alamac 1300 Collins Avenue 116 2 Polo Club Apartments 1000 High Road 119 2 Hidden Village Apartments 2725 SW 27th Ave. 120 2 City View Farm Apartments 1043 West Jefferson Street 133 2 Como Park Apartments 1385-1445 West Jessamine Street 140 2 Candleglow Apartments 1071 Candlelight Boulevard 147 2 Van Mark Apartments 3980 Old Sterlington Road 149 2 San Mateo Apartments 133-177 Orlando Street 164 2 Garden Lane Apartments 700 Garden Lane 183 2 The Mark Apartments 481 Cypress Lane 184 2 Boulder Ridge Apartments 535 Northland Drive 187 2 Kelly Gardens Apartments 188-192 Allen Street 188 2 The Lakeview Terrace Apartments 1191 High Avenue 201 2 The Gotham 702 13th Street 204 2 Cornerstone Apartments 2900 Steeplechase Lane </TABLE> <TABLE> MORTGAGE PROPERTY GENERAL SPECIFIC PROPERTY ELEVATOR LOAN NUMBER PROPERTY CITY PROPERTY STATE ZIP CODE COUNTY PROPERTY TYPE TYPE BUILDINGS - ------------------------------------------------------------------------------------------------------------------------------------ 26 Atlanta GA 30324 Fulton Multifamily Conventional Y 28 Mesa AZ 85206 Maricopa Multifamily Conventional N 30 Lenexa KS 66215 Johnson Multifamily Conventional N 31 Washington DC 20009 District Of Columbia Multifamily Conventional Y 37 Anaheim CA 92804 Orange Multifamily Conventional N 39 Las Vegas NV 89102 Clark Multifamily Conventional N 42 Phoenix AZ 85032 Maricopa Multifamily Conventional N 54 Rock Hill SC 29732 York Multifamily Conventional N 60 Azusa CA 91702 Los Angeles Multifamily Conventional N 66 Las Vegas NV 89118 Clark Multifamily Conventional N 72 Austin TX 78741 Travis Multifamily Student Housing N 73 Olympia WA 98516 Thurston Multifamily Conventional N 75 Anaheim CA 92804 Orange Multifamily Conventional N 88 San Jacinto CA 92583 Riverside Multifamily Conventional N 91 Washington DC 20009 District Of Columbia Multifamily Conventional Y 98 Sioux Falls SD 57106 Minnehaha Multifamily Conventional N 107 Montgomery AL 36117 Montgomery Multifamily Conventional N 109 Gastonia NC 28054 Gaston Multifamily Conventional N 111.02 Miami Beach FL 33139 Miami-Dade Multifamily Conventional Y 116 Tallahassee FL 32304 Leon Multifamily Student Housing N 119 Gainesville FL 32608 Alachua Multifamily Conventional N 120 Franklin IN 46131 Johnson Multifamily Conventional N 133 St. Paul MN 55108 Ramsey Multifamily Conventional N 140 Brooksville FL 34601 Hernando Multifamily Conventional N 147 Monroe LA 71203 Ouachita Multifamily Conventional N 149 El Cajon CA 92021 San Diego Multifamily Conventional N 164 Shakopee MN 55379 Scott Multifamily Conventional Y 183 Greenville MS 38701 Washington Multifamily Conventional N 184 St. Joseph MN 56374 Stearns Multifamily Conventional Y 187 New Britain CT 06053 Hartford Multifamily Conventional N 188 Oshkosh WI 54901 Winnebago Multifamily Conventional N 201 Miami Beach FL 33139 Miami-Dade Multifamily Conventional N 204 Montgomery AL 36116 Montgomery Multifamily Conventional N </TABLE> <TABLE> AVERAGE RENT; MORTGAGE UTILITIES NUMBER OF NUMBER OF NUMBER OF NUMBER OF NUMBER OF RENT RANGES - LOAN NUMBER TENANT PAYS STUDIO UNITS 1 BR UNITS 2 BR UNITS 3 BR UNITS 4+ BR UNITS STUDIO UNITS - ------------------------------------------------------------------------------------------------------------------------------------ 26 E,W 214 89 28 E,G,W,S,T 196 196 30 E,G,W,S 134 266 110 31 None 173 41 7 1194;1041-1350 37 E,W,S,T 22 131 30 39 E,G,W,S 152 152 42 E,G,W,S,T 44 168 168 499;499-499 54 E,W 140 162 46 60 E,G,W 64 64 66 E,G,W,S 88 92 72 E,W 660 426;315-535 73 E 64 98 75 E,W,S,T 27 85 5 88 E,G 156 1 91 None 11 38 10 1291;1259-1330 98 E 116 104 107 None 40 32 72 410;425-775 109 E 42 108 36 111.02 E,T 5 9 30 776;776-776 116 E,W 351 350;350-350 119 E 168 20 120 E,G,W,S 12 48 24 133 E 96 126 140 E,G,W,S 88 64 147 E 56 88 149 E 3 45 31 1 600;550-660 164 E,G,T 6 25 17 183 E 24 72 184 E 6 32 6 187 E,G 30 36 188 E 7 52 1 201 E,T 6 14 16 204 E,C 32 </TABLE> <TABLE> AVERAGE RENT; AVERAGE RENT; AVERAGE RENT; AVERAGE RENT; MORTGAGE RENT RANGES - RENT RANGES - RENT RANGES - RENT RANGES - LOAN NUMBER 1 BR UNITS 2 BR UNITS 3 BR UNITS 4+ BR UNITS - ------------------------------------------------------------------------------------------------------------------------- 26 864;829-899 1134;1069-1199 28 727;700-790 877;840-920 30 623;610-635 720;690-755 874;865-885 31 1788;1700-1822 2314;2314-2314 37 980;980-980 1242;1200-1250 1500;1500-1500 39 687;635-735 838;830-845 42 549;549-549 699;699-699 54 607;595-620 736;665-830 970;970-970 60 1027;905-1068 1321;1250-1363 66 813;800-825 950;930-970 72 73 838;835-835 938;885-960 75 980;980-980 1190;1175-1250 1550;1550-1550 88 650;275-727 800;800-800 91 1662;1308-2100 2278;2000-2555 98 595;585-610 779;750-830 107 625;530-1165 810;649-1265 109 580;580-580 670;670-670 770;770-770 111.02 956;850-1190 1218;1088-1400 116 119 450;400-540 631;590-640 120 620;620-620 788;780-805 920;910-935 133 663;570-710 793;710-905 140 500;450-550 630;630-630 147 575;575-575 695;695-695 149 750;675-770 850;715-880 1200;1,200-1,200 164 738;710-765 884;810-890 1042;975-1090 183 535;535-535 635;635-635 184 575;575-575 814;595-1197 992;795-1197 187 495;495-495 608;595-750 188 565;565-565 665;665-665 720;720-720 201 638;600-645 850;842-875 1052;1050-1056 204 580;430-630 </TABLE>
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 ANNEX A-3 RESERVE ACCOUNT INFORMATION --------- <TABLE> MORTGAGE LOAN SPECIFIC LOAN GROUP GENERAL PROPERTY NUMBER NUMBER PROPERTY NAME PROPERTY TYPE TYPE - ------------------------------------------------------------------------------------------------------------------------------- 1 1 AmericasMart A-2 Special Purpose Merchandise Mart 2 1 NGP Rubicon GSA Pool Various Various 2.01 Rubicon NGP-Burlington, NJ Industrial Warehouse 2.02 Rubicon NGP-Sacramento, CA Office CBD 2.03 Rubicon NGP-Suffolk, VA Office Suburban 2.04 Rubicon NGP-Washington, DC Office CBD 2.05 Rubicon NGP-Kansas City, KS Office CBD 2.06 Rubicon NGP-San Diego, CA Office Suburban 2.07 Rubicon NGP-Concord, MA Office Suburban 2.08 Rubicon NGP-Philadelphia, PA Office CBD 2.09 Rubicon NGP-Huntsville, AL Office Suburban 2.10 Rubicon NGP-Houston, TX Office Suburban 2.11 Rubicon NGP-Providence, RI Office Suburban 2.12 Rubicon NGP-Aurora, CO Office Suburban 2.13 Rubicon NGP-Lakewood, CO Office Suburban 2.14 Rubicon NGP-Norfolk, VA Office Suburban 3 1 1000 & 1100 Wilson Office Suburban 4 1 60 Hudson Street Office CBD 5 1 Macon & Burlington Mall Pool Retail Anchored 5.01 Macon Mall Retail Anchored 5.02 Burlington Mall Retail Anchored 6 1 Millennium Park Plaza Mixed Use Multifamily - Office 7 1 200 Public Square Office CBD 8 1 Prentiss Pool Office Suburban 8.01 1676 International Drive Office Suburban 8.02 8260 Greensboro Drive Office Suburban 9 1 1701 North Fort Myer Office Suburban 10 1 The Forum at Carlsbad Retail Anchored 11 1 1101 Wilson Office Suburban 12 1 Marriott - Los Angeles, CA Hospitality Full Service 13 1 1400 Key & 1401 Wilson Office Suburban 14 1 Westfield San Francisco Centre Retail Anchored 15 1 101 Avenue of the Americas Office CBD 16 1 Renaissance Worthington Hotel Hospitality Full Service 17 1 1501 & 1515 Wilson Office Suburban 18 1 Evansville Pavilion Retail Anchored 19 1 Monument I at WorldGate(2) Office Suburban 20 1 Marriott Courtyard - Brookline, MA Hospitality Limited Service 21 1 1200 Wilson Office Suburban 22 1 Williams Trace Shopping Center Retail Anchored 23 1 American Express - IPC Office Suburban 24 1 Apollo Street Office Flex 25 1 Valley Centre Retail Anchored 26 2 Arbor Gates Apartments Multifamily Conventional 27 1 Festival at Woodholme Retail Anchored 28 2 Stone Canyon Apartments Multifamily Conventional 29 1 American Express - TRC-W Office Suburban 30 2 Bentley Place Apartments Multifamily Conventional 31 2 Windermere & Harrowgate Multifamily Conventional 32 1 Hilton Garden Inn - Staten Island, NY Hospitality Full Service 33 1 University Plaza Shopping Center Retail Anchored 34 1 Auburn Village Retail Anchored 35 1 13700 Northwest 115th Avenue (Medley) Industrial Warehouse 36 1 536 Fayette Street (Perth) Industrial Warehouse 37 2 Summer Crest Apartments Multifamily Conventional 38 1 Tollway Office Center II Office Suburban 39 2 Shelter Cove Apartments Multifamily Conventional 40 1 JC Studios Industrial Flex 41 1 Village Shopping Center Retail Anchored 42 2 The Ridge Apartments Multifamily Conventional 43 1 571 Paramount Drive (Raynham) Industrial Warehouse 44 1 2500 South Damen Avenue (Chicago) Industrial Warehouse 45 1 Mariposa Shopping Center Retail Anchored 46 1 Woodway Collection Retail Anchored 47 1 Southside Marketplace Retail Anchored 48 1 Extra Space - New York, NY Self Storage Self Storage 49 1 Lakewood Marketplace - SEC Retail Anchored 50 1 Carpinteria I Office Buildings Office Suburban 51 1 Colorado Technical Center Industrial Warehouse - Office 52 1 Palms Plaza Retail Anchored 53 1 2050 East 55th Street (Vernon) Industrial Warehouse 54 2 Brookstone Multifamily Conventional 55 1 Marriott Courtyard - Norfolk, VA Hospitality Limited Service 56 1 Overlake Fashion Plaza Retail Anchored 57 1 Park Ten Industrial Park Industrial Warehouse 58 1 Memorial Collection Retail Anchored 59 1 Stefko & Allen Street Pool Retail Anchored 59.01 Stefko Boulevard Shopping Center Retail Anchored 59.02 Allen Street Shopping Center Retail Anchored 60 2 Le Med Apartments Multifamily Conventional 61 1 Northlake Square West Retail Anchored 62 1 Rapp Collins Worldwide Office Suburban 63 1 Marriott Courtyard - Ewing, NJ Hospitality Full Service 64 1 Marion City & Centre Stage Shopping Centers Retail Anchored 64.01 Centre Stage Shopping Center Retail Anchored 64.02 Marion City Square Shopping Center Retail Anchored 65 1 Brentwood Commons Retail Anchored 66 2 Spanish Wells Apartments Multifamily Conventional 67 1 Homewood Suites - Sandston, VA Hospitality Extended Stay 68 1 One Commercial Street (Sharon) Industrial Warehouse 69 1 Ashburn Farm Village Centre Retail Anchored 70 1 2990 Telestar Court Office Suburban 71 1 Arrow Parking Garage Parking Garage Parking Garage 72 2 Sterling University Canyon Multifamily Student Housing 73 2 Abbey Rowe Apartments Multifamily Conventional 74 1 Pasadena Crossroads Retail Anchored 75 2 Villa Serrano Apartments Multifamily Conventional 76 1 Extra Space - North Bergen, NJ Self Storage Self Storage 77 1 Elkridge Corners Retail Anchored 78 1 Navajo Shopping Center Retail Anchored 79 1 Arapahoe & Peoria Business Center Office Flex 80 1 Willow Lake West Shopping Center Retail Anchored 81 1 Stonebrook Plaza Retail Anchored 82 1 Extra Space - Hackensack, NJ Self Storage Self Storage 83 1 Marriott Courtyard - Chester, VA Hospitality Limited Service 84 1 Lakewood Marketplace - NWC Retail Anchored 85 1 Executive Park West Office Suburban 86 1 Wal-Mart - Kansas City, MO Industrial Warehouse 87 1 U-Haul 3 Self Storage Self Storage 88 2 Vista De San Jacinto Multifamily Conventional 89 1 Westlinks 11, 12, 14 & 15 Office Flex 90 1 30-40 Ramland Road Office Suburban 91 1 Park Crest Apartments Multifamily Conventional 92 1 Forsyth Professional Centre Office Medical 93 1 Extra Space - Toms River, NJ Self Storage Self Storage 94 1 Country Inn & Suites-Sarasota, FL Hospitality Limited Service 95 1 U-Haul 4 Self Storage Self Storage 96 1 U-Haul 5 Self Storage Self Storage 97 1 Mainstreet Square Retail Shadow Anchored 98 2 Carrington Court Apartments Multifamily Conventional 99 1 Extra Space - Seattle, WA Self Storage Self Storage 100 1 U-Haul 6 Self Storage Self Storage 101 1 U-Haul 7 Self Storage Self Storage 102 1 Holiday Inn Express - Mechanicsville, VA Hospitality Limited Service 103 1 A. H. Root Building Mixed Use Office/Retail 104 1 Corinthian Medical College Office Medical 105 1 Extra Space - Linden, NJ Self Storage Self Storage 106 1 Extra Space - Parlin, NJ Self Storage Self Storage 107 2 Azalea Hill Apartments Multifamily Conventional 108 1 U-Haul 8 Self Storage Self Storage 109 2 Patriots Apartments Multifamily Conventional 110 1 Midtown Village Retail Anchored 111 1 Lincoln and Alamac Pool Various Various 111.01 Lincoln Center Mixed Use Office/Retail 111.02 The Alamac Multifamily Conventional 112 1 Backlick Shopping Center Retail Unanchored 113 1 West Airline Industrial Warehouse 114 1 Extra Space - Beaverton, OR Self Storage Self Storage 115 1 Merrionette Park Medical Center Office Medical 116 2 Polo Club Apartments Multifamily Student Housing 117 1 Summit Place of North Myrtle Beach Healthcare Assisted Living 118 1 Doc Stone Commons II Retail Shadow Anchored 119 2 Hidden Village Apartments Multifamily Conventional 120 2 City View Farm Apartments Multifamily Conventional 121 1 Lakewood Marketplace - SWC Retail Unanchored 122 1 Extra Space - Plainville, MA Self Storage Self Storage 123 1 Extra Space - Stoneham, MA Self Storage Self Storage 124 1 Clearview Industrial Warehouse 125 1 Lakewood Marketplace - NEC Retail Unanchored 126 1 6305 & 6309 Carpinteria Avenue Office Suburban 127 1 Westlinks 4 & 5 Industrial Flex Industrial 128 1 Barrington Terrace Healthcare Assisted Living 129 1 Summit Place of Mooresville Healthcare Assisted Living 130 1 Prosperity Center Retail Unanchored 131 1 The Depot Building Office Suburban 132 1 233 East Lancaster Avenue/Spring House Plaza I Various Various 132.01 233 East Lancaster Avenue Office Suburban 132.02 Spring House Plaza I Retail Unanchored 133 2 Como Park Apartments Multifamily Conventional 134 1 Extra Space - New Paltz, NY Self Storage Self Storage 135 1 Keith Properties Office Various 135.01 Duxbury Properties Office Medical 135.02 Stoughton Properties Office Suburban 136 1 21 West Shopping Center Retail Unanchored 137 1 Judicial Drive Building Office Flex 138 1 Amelia Cotton Press Industrial Warehouse 139 1 Apria Healthcare Office Suburban 140 2 Candleglow Apartments Multifamily Conventional 141 1 Franciscan Estates Administrative Offices Office Suburban 142 1 Sam Houston Parkway Office Building Office Suburban 143 1 Walgreens - Columbus, OH Retail Anchored 144 1 Sacramento Center II Shopping Center Retail Unanchored 145 1 Northglen Shopping Center Retail Unanchored 146 1 Best Western Expo Inn Hospitality Limited Service 147 2 Van Mark Apartments Multifamily Conventional 148 1 Clarion Hotel-Savannah, GA Hospitality Limited Service 149 2 San Mateo Apartments Multifamily Conventional 150 1 Sun Plaza Retail Unanchored 151 1 Parkview C Office Office Suburban 152 1 Walgreens - Manhattan, KS Retail Anchored 153 1 Extra Space - Sandy, UT Self Storage Self Storage 154 1 Financial Plaza Office Building Office Suburban 155 1 Spring Mall Square Retail Anchored 156 1 Walgreens - Southington, CT Retail Anchored 157 1 Lawndale Plaza Retail Anchored 158 1 Walgreens - Gladstone, MO Retail Anchored 159 1 Extra Space - Everett, MA Self Storage Self Storage 160 1 710 Juniper Building Office Suburban 161 1 Walgreens - Nashville, TN Retail Anchored 162 1 Days Inn-Nanuet, NY Hospitality Limited Service 163 1 CVS - Shelby Retail Anchored 164 2 Garden Lane Apartments Multifamily Conventional 165 1 Summit Place of Kings Mountain Healthcare Assisted Living 166 1 Westside Center Plaza Retail Unanchored 167 1 Poplar Forest Shopping Center Retail Anchored 168 1 Walgreens - Derby, KS Retail Anchored 169 1 Parkwood Village Healthcare Assisted Living 170 1 Walgreens - Garden City, KS Retail Anchored 171 1 Walgreens - Dodge City, KS Retail Anchored 172 1 The Grand Professional Building Office Suburban 173 1 Exton Shopping Center Retail Unanchored 174 1 Walgreens - Pittsburg, KS Retail Anchored 175 1 377-385 George Street Mixed Use Multifamily/Retail 176 1 Southern News Group Building Office Flex 177 1 Walgreens - Great Bend, KS Retail Anchored 178 1 Rite Aid - Bangor, ME Retail Unanchored 179 1 Crescent Office Building Office Suburban 180 1 Eckerd - Philadelphia, PA Retail Unanchored 181 1 Walgreens - Blue Springs, MO Retail Anchored 182 1 Walgreens - Marion, IL Retail Anchored 183 2 The Mark Apartments Multifamily Conventional 184 2 Boulder Ridge Apartments Multifamily Conventional 185 1 CVS - Independence, MO Retail Anchored 186 1 7 Mill Pond Drive & 1 Regency Drive Various Various 186.01 7 Mill Pond Drive Retail Shadow Anchored 186.02 1 Regency Drive Office Suburban 187 2 Kelly Gardens Apartments Multifamily Conventional 188 2 The Lakeview Terrace Apartments Multifamily Conventional 189 1 Riverdale Strip Center Retail Unanchored 190 1 Eckerd - Murfreesboro, TN Retail Unanchored 191 1 Extra Space - Denver, CO Self Storage Self Storage 192 1 Sacramento Center I Shopping Center Retail Unanchored 193 1 Terrell Mill Junction Retail Unanchored 194 1 CVS - Duncanville, TX Retail Anchored 195 1 CVS-Brockton, MA Retail Anchored 196 1 Walgreens - Houston, TX Retail Anchored 197 1 Carlson Center Shoppes Retail Unanchored 198 1 Russell Plaza Office Suburban 199 1 Extra Space - West Valley City, UT Self Storage Self Storage 200 1 Stor-N-Lock #10 - Salt Lake City, UT Self Storage Self Storage 201 2 The Gotham Multifamily Conventional 202 1 Walgreens-Eagan, MN Retail Anchored 203 1 Village Shops Retail Unanchored 204 2 Cornerstone Apartments Multifamily Conventional 205 1 Stor-N-Lock #8 - Sandy, UT Self Storage Self Storage 206 1 Stor-N-Lock #9 - Salt Lake City, UT Self Storage Self Storage 207 1 Sherwin Williams - Angola, IN Retail Anchored 208 1 Sherwin Williams - Boardman, OH Retail Anchored 209 1 Sherwin Williams - Ashtabula, OH Retail Anchored </TABLE> <TABLE> ANNUAL INITIAL DEPOSIT MORTGAGE MONTHLY MONTHLY DEPOSIT TO TO CAPITAL INITIAL ONGOING LOAN TAX INSURANCE REPLACEMENT IMPROVEMENTS TI/LC TI/LC NUMBER ESCROW ESCROW RESERVES RESERVE ESCROW FOOTNOTE - ------------------------------------------------------------------------------------------------------ 1 330,607 89,401 820,000 1,838,854 (1) 2 520,561 56,111 (1) 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 3 4 488,486 157,668 4,000,000 (1) 5 128,231 11,481 259,951 2,842,688 3,500,000 (1) 5.01 5.02 6 189,259 17,429 150,842 7 298,742 19,884 266,743 211,250 7,000,000 (1) 8 8.01 8.02 9 10 11 3,285,000 12 4% of Gross Revenues 13 (1) 14 15 313,459 16 4% of previous month's Gross Revenues 17 18 33,956 6,054 19 26,304 8,563 16,728(2) (24,813) (11,074,283) 20 44,361 6,747 4% of Total 37,875 Revenues 21 22 41,807 4,118 39,289 122,144 (1) 23 24 20,120 3,542 50,172 238,656 17,895 (1) 25 26 29,962 4,648 60,600 27 28 17,962 5,983 66,792 29 30 21,308 10,261 104,250 31 8,932 3,875 44,200 32 7,729 10,203 2% of monthly 7,500 Gross Income from food and beverage operations, 4% of monthly Gross Income from other operations 33 16,344 7,969 43,757 124,500 220,000 (1) 34 35 36 35,000 37 9,995 2,685 42,384 11,375 38 15,900 39 15,079 75,000 12,815 40 6,875 41 42 12,358 5,125 95,000 13,063 43 44 45 46 47 48 17,631 2,499 15,048 293,750 49 12,430 17,640 76,900 205,000 50 12,074 5,614 34,407 500,000 (1) 51 31,135 35,268 (1) 52 17,273 250,000 53 54 33,003 55 15,208 196,600 56 57 55,723 7,719 58 59 59.01 59.02 60 9,428 2,425 42,324 61 4,655 62 10,112 14,583 (1) 63 10,928 4% of Gross Revenues 64 11,635 2,028 45,216 90,625 10,531 (1) 64.01 64.02 65 66 8,907 44,400 12,500 67 6,678 2,020 125,786 68 69 70 71 20,346 2,752 33,456 72 31,752 5,722 66,000 73 9,456 1,726 32,400 74 11,669 46,809 41,750 240,000 (1) 75 4,517 2,094 36,456 16,750 76 11,826 1,676 12,888 1,375 77 78 79 21,835 1,898 80 81 82 10,213 1,447 18,144 20,125 83 7,010 135,413 84 9,807 18,264 162,000 85 5,126 667 15,900 50,000 86 31,250 (1) 87 87,160 295,549 88 5,480 2,458 39,252 89 6,893 2,914 16,896 7,544 (1) 90 16,345 14,477 (1) 91 3,122 1,250 11,800 92 5,495 1,438 5,469 93 8,923 1,265 11,004 7,125 94 7,468 11,073 132,769 95 97,702 606,890 96 89,095 330,980 97 12,863 1,834 11,228 16,313 2,606 (1) 98 55,000 99 7,956 1,128 10,080 100 76,256 733,010 101 81,601 479,201 102 3,020 1,035 71,024 103 4,011 2,284 9,717 18,750 100,000 (1) 104 8,120 103,125 (1) 105 7,203 1,021 9,180 14,188 106 7,203 1,021 11,472 112,625 107 3,656 2,803 40,956 96,000 108 83,747 667,996 109 8,445 2,411 46,500 5,250 110 9,498 856 6,832 111 21,933 111.01 111.02 112 6,544 1,006 113 7,344 2,883 38,424 216,000 (1) 114 6,665 945 10,128 7,500 115 602 11,560 47,500 (1) 116 11,802 2,296 27,225 117 2,976 15,000 118 3,155 1,163 3,196 (1) 119 6,352 2,731 47,000 120 7,153 121 3,793 8,364 14,450 70,000 122 5,805 823 10,476 170,563 123 5,805 823 9,300 5,625 124 6,105 2,307 43,740 125 3,568 6,084 63,000 126 10,915 2,235 6,454 (1) 127 7,370 2,486 20,448 4,589 (1) 128 5,710 16,500 129 2,308 14,000 130 9,848 929 131 4,322 548 9,180 3,560 (1) 132 4,678 725 4,844 55,000 (1) 132.01 132.02 133 16,168 5,060 134 5,375 762 10,356 11,750 135 7,193 1,332 10,224 150,000 (1) 135.01 135.02 136 1,510 1,767 4,308 60,294 2,762 (1) 137 1,960 738 6,840 (1) 138 2,498 1,153 13,800 161,000 (1) 139 140 8,548 37,848 14,688 141 142 9,042 927 7,737 31,250 75,130 (1) 143 144 2,924 692 145 7,731 3,130 14,976 100,000 (1) 146 5,252 4,360 119,761 147 5,500 3,222 36,000 148 3,757 989 59,760 149 6,167 2,319 20,004 150 8,068 1,050 8,038 86,970 75,000 (1) 151 3,436 366 11,635 (1) 152 153 4,300 609 12,468 154 5,661 267 6,314 250,000 (1) 155 5,005 424 156 157 6,180 1,349 11,664 6,875 270,000 (1) 158 159 4,032 571 10,668 68,750 160 3,562 278 5,265 52,000 (1) 161 162 4,640 2,283 47,320 86,250 163 3,077 559 18,500 164 2,098 1,780 12,000 12,500 165 2,067 12,000 166 1,962 973 4,214 (1) 167 1,583 711 4,968 168 169 532 17,500 5,000 170 171 172 1,484 402 2,954 (1) 173 1,898 559 1,286 70,000 174 175 4,160 800 3,019 176 6,617 1,512 4,050 135,000 (1) 177 178 179 2,066 180 181 182 183 6,853 2,150 24,000 184 209 1,250 185 186 3,899 833 6,067 7,875 (1) 186.01 186.02 187 5,218 1,858 19,765 47,188 188 3,904 2,333 15,000 20,750 189 3,004 302 2,013 (1) 190 191 2,419 343 10,188 9,188 192 2,365 604 193 1,991 613 9,343 (1) 194 195 1,519 (1) 196 197 5,082 650 2,117 50,000 (1) 198 199 2,150 305 7,956 200 3,858 596 6,138 9,375 201 4,533 202 652 1,882 (1) 203 204 728 697 9,540 205 1,890 600 6,728 16,250 206 1,526 375 4,460 13,750 207 208 209 </TABLE> (1) In addition to any such escrows funded at loan closing for potential TI/LC, these Mortgage Loans require funds to be escrowed during some or all of the loan term for TI/LC expenses, which may be incurred during the loan term. In certain instances, escrowed funds may be released to the borrower upon satisfaction of certain leasing conditions. (2) Represents a future escrow commencing in May of 2006. [THIS PAGE INTENTIONALLY LEFT BLANK.] [THIS PAGE INTENTIONALLY LEFT BLANK.]
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 <TABLE> ANNEX A-4 COMMERCIAL TENANT SCHEDULE LOAN MORTGAGE GROUP GENERAL PROPERTY SPECIFIC PROPERTY LOAN NUMBER NUMBER PROPERTY NAME TYPE TYPE - ---------------------------------------------------------------------------------------------------------------------------- 1 1 AmericasMart A-2 Special Purpose Merchandise Mart 2 1 NGP Rubicon GSA Pool Various Various 2.01 Rubicon NGP-Burlington, NJ Industrial Warehouse 2.02 Rubicon NGP-Sacramento, CA Office CBD 2.03 Rubicon NGP-Suffolk, VA Office Suburban 2.04 Rubicon NGP-Washington, DC Office CBD 2.05 Rubicon NGP-Kansas City, KS Office CBD 2.06 Rubicon NGP-San Diego, CA Office Suburban 2.07 Rubicon NGP-Concord, MA Office Suburban 2.08 Rubicon NGP-Philadelphia, PA Office CBD 2.09 Rubicon NGP-Huntsville, AL Office Suburban 2.10 Rubicon NGP-Houston, TX Office Suburban 2.11 Rubicon NGP-Providence, RI Office Suburban 2.12 Rubicon NGP-Aurora, CO Office Suburban 2.13 Rubicon NGP-Lakewood, CO Office Suburban 2.14 Rubicon NGP-Norfolk, VA Office Suburban 3 1 1000 & 1100 Wilson Office Suburban 4 1 60 Hudson Street Office CBD 5 1 Macon & Burlington Mall Pool Retail Anchored 5.01 Macon Mall Retail Anchored 5.02 Burlington Mall Retail Anchored 6 1 Millennium Park Plaza Mixed Use Multifamily/Office 7 1 200 Public Square Office CBD 8 1 Prentiss Pool Office Suburban 8.01 1676 International Drive Office Suburban 8.02 8260 Greensboro Drive Office Suburban 9 1 1701 North Fort Myer Office Suburban 10 1 The Forum at Carlsbad Retail Anchored 11 1 1101 Wilson Office Suburban 13 1 1400 Key & 1401 Wilson Office Suburban 14 1 Westfield San Francisco Centre Retail Anchored 15 1 101 Avenue of the Americas Office CBD 17 1 1501 & 1515 Wilson Office Suburban 18 1 Evansville Pavilion Retail Anchored 19 1 Monument I at WorldGate Office Suburban 21 1 1200 Wilson Office Suburban 22 1 Williams Trace Shopping Center Retail Anchored 23 1 American Express - IPC Office Suburban 24 1 Apollo Street Office Flex 25 1 Valley Centre Retail Anchored 27 1 Festival at Woodholme Retail Anchored 29 1 American Express - TRC-W Office Suburban 33 1 University Plaza Shopping Center Retail Anchored 34 1 Auburn Village Retail Anchored 35 1 13700 Northwest 115th Avenue (Medley) Industrial Warehouse 36 1 536 Fayette Street (Perth) Industrial Warehouse 38 1 Tollway Office Center II Office Suburban 40 1 JC Studios Industrial Flex 41 1 Village Shopping Center Retail Anchored 43 1 571 Paramount Drive (Raynham) Industrial Warehouse 44 1 2500 South Damen Avenue (Chicago) Industrial Warehouse 45 1 Mariposa Shopping Center Retail Anchored 46 1 Woodway Collection Retail Anchored 47 1 Southside Marketplace Retail Anchored 49 1 Lakewood Marketplace - SEC Retail Anchored 50 1 Carpinteria I Office Buildings Office Suburban 51 1 Colorado Technical Center Industrial Warehouse - Office 52 1 Palms Plaza Retail Anchored 53 1 2050 East 55th Street (Vernon) Industrial Warehouse 56 1 Overlake Fashion Plaza Retail Anchored 57 1 Park Ten Industrial Park Industrial Warehouse 58 1 Memorial Collection Retail Anchored 59 1 Stefko & Allen Street Pool Retail Anchored 59.01 Stefko Boulevard Shopping Center Retail Anchored 59.02 Allen Street Shopping Center Retail Anchored 61 1 Northlake Square West Retail Anchored 62 1 Rapp Collins Worldwide Office Suburban 64 1 Marion City & Centre Stage Shopping Centers Retail Anchored 64.01 Centre Stage Shopping Center Retail Anchored 64.02 Marion City Square Shopping Center Retail Anchored 65 1 Brentwood Commons Retail Anchored 68 1 One Commercial Street (Sharon) Industrial Warehouse 69 1 Ashburn Farm Village Centre Retail Anchored 70 1 2990 Telestar Court Office Suburban 74 1 Pasadena Crossroads Retail Anchored 77 1 Elkridge Corners Retail Anchored 78 1 Navajo Shopping Center Retail Anchored 79 1 Arapahoe & Peoria Business Center Office Flex 80 1 Willow Lake West Shopping Center Retail Anchored 81 1 Stonebrook Plaza Retail Anchored 84 1 Lakewood Marketplace - NWC Retail Anchored 85 1 Executive Park West Office Suburban 86 1 Wal-Mart - Kansas City, MO Industrial Warehouse 89 1 Westlinks 11, 12, 14 & 15 Office Flex 90 1 30-40 Ramland Road Office Suburban 92 1 Forsyth Professional Centre Office Medical 97 1 Mainstreet Square Retail Shadow Anchored 103 1 A. H. Root Building Mixed Use Office/Retail 104 1 Corinthian Medical College Office Medical 110 1 Midtown Village Retail Anchored 111 1 Lincoln and Alamac Pool Various Various 111.01 Lincoln Center Mixed Use Office/Retail 112 1 Backlick Shopping Center Retail Unanchored 113 1 West Airline Industrial Warehouse 115 1 Merrionette Park Medical Center Office Medical 118 1 Doc Stone Commons II Retail Shadow Anchored 121 1 Lakewood Marketplace - SWC Retail Unanchored 124 1 Clearview Industrial Warehouse 125 1 Lakewood Marketplace - NEC Retail Unanchored 126 1 6305 & 6309 Carpinteria Avenue Office Suburban 127 1 Westlinks 4 & 5 Industrial Flex Industrial 130 1 Prosperity Center Retail Unanchored 131 1 The Depot Building Office Suburban 132 1 233 East Lancaster Avenue/Spring House Plaza I Various Various 132.01 233 East Lancaster Avenue Office Suburban 132.02 Spring House Plaza I Retail Unanchored 135 1 Keith Properties Office Various 135.01 Duxbury Properties Office Medical 135.02 Stoughton Properties Office Suburban 136 1 21 West Shopping Center Retail Unanchored 137 1 Judicial Drive Building Office Flex 138 1 Amelia Cotton Press Industrial Warehouse 139 1 Apria Healthcare Office Suburban 141 1 Franciscan Estates Administrative Offices Office Suburban 142 1 Sam Houston Parkway Office Building Office Suburban 143 1 Walgreens - Columbus, OH Retail Anchored 144 1 Sacramento Center II Shopping Center Retail Unanchored 145 1 Northglen Shopping Center Retail Unanchored 150 1 Sun Plaza Retail Unanchored 151 1 Parkview C Office Office Suburban 152 1 Walgreens - Manhattan, KS Retail Anchored 154 1 Financial Plaza Office Building Office Suburban 155 1 Spring Mall Square Retail Anchored 156 1 Walgreens - Southington, CT Retail Anchored 157 1 Lawndale Plaza Retail Anchored 158 1 Walgreens - Gladstone, MO Retail Anchored 160 1 710 Juniper Building Office Suburban 161 1 Walgreens - Nashville, TN Retail Anchored 163 1 CVS - Shelby Retail Anchored 166 1 Westside Center Plaza Retail Unanchored 167 1 Poplar Forest Shopping Center Retail Anchored 168 1 Walgreens - Derby, KS Retail Anchored 170 1 Walgreens - Garden City, KS Retail Anchored 171 1 Walgreens - Dodge City, KS Retail Anchored 172 1 The Grand Professional Building Office Suburban 173 1 Exton Shopping Center Retail Unanchored 174 1 Walgreens - Pittsburg, KS Retail Anchored 175 1 377-385 George Street Mixed Use Multifamily/Retail 176 1 Southern News Group Building Office Flex 177 1 Walgreens - Great Bend, KS Retail Anchored 178 1 Rite Aid - Bangor, ME Retail Unanchored 179 1 Crescent Office Building Office Suburban 180 1 Eckerd - Philadelphia, PA Retail Unanchored 181 1 Walgreens - Blue Springs, MO Retail Anchored 182 1 Walgreens - Marion, IL Retail Anchored 185 1 CVS - Independence, MO Retail Anchored 186 1 7 Mill Pond Drive & 1 Regency Drive Various Various 186.01 7 Mill Pond Drive Retail Shadow Anchored 186.02 1 Regency Drive Office Suburban 189 1 Riverdale Strip Center Retail Unanchored 190 1 Eckerd - Murfreesboro, TN Retail Unanchored 192 1 Sacramento Center I Shopping Center Retail Unanchored 193 1 Terrell Mill Junction Retail Unanchored 194 1 CVS - Duncanville, TX Retail Anchored 195 1 CVS-Brockton, MA Retail Anchored 196 1 Walgreens - Houston, TX Retail Anchored 197 1 Carlson Center Shoppes Retail Unanchored 198 1 Russell Plaza Office Suburban 202 1 Walgreens-Eagan, MN Retail Anchored 203 1 Village Shops Retail Unanchored 207 1 Sherwin Williams - Angola, IN Retail Anchored 208 1 Sherwin Williams - Boardman, OH Retail Anchored 209 1 Sherwin Williams - Ashtabula, OH Retail Anchored LOAN MORTGAGE GROUP CUT-OFF DATE NUMBER OF UNITS UNIT OF LARGEST TENANT LOAN NUMBER NUMBER LOAN BALANCE ($) (UNITS) MEASURE - ------------------------------------------------------------------------------------------------------------------------------------ 1 1 204,416,548.26 4,070,908 Sq. Ft. 225 Unlimited, Inc. 2 1 194,500,000.00 2,990,570 Sq. Ft. Various 2.01 1,048,631 Sq. Ft. United States of America (Federal Supply Service) 2.02 326,306 Sq. Ft. United States of America (Army Corps of Engineers) 2.03 351,075 Sq. Ft. United States of America (Joint Forces Command) 2.04 146,365 Sq. Ft. United States of America (Federal Election Commission) 2.05 182,554 Sq. Ft. United States of America (Environmental Protection Agency) 2.06 131,891 Sq. Ft. United States of America (Dept of Veterans Affairs) 2.07 97,256 Sq. Ft. United States of America (Army Corps of Engineers) 2.08 88,717 Sq. Ft. United States of America (INS) 2.09 118,040 Sq. Ft. United States of America (Army Corps of Engineers) 2.10 138,020 Sq. Ft. United States of America (Drug Enforcement Agency) 2.11 130,600 Sq. Ft. United States of America (GSA) 2.12 103,000 Sq. Ft. United States of America (Tricare Management Activities) 2.13 74,285 Sq. Ft. United States of America (Dept. of the Interior) 2.14 53,830 Sq. Ft. United States of America (FBI) 3 1 182,500,000.00 1,069,303 Sq. Ft. General Services Administration 4 1 160,000,000.00 1,051,158 Sq. Ft. MCI Worldcom 5 1 141,200,000.00 1,181,592 Sq. Ft. Various 5.01 762,398 Sq. Ft. JC Penney 5.02 419,194 Sq. Ft. Sears 6 1 140,000,000.00 720,349 Sq. Ft. La Strada 7 1 115,000,000.00 1,191,462 Sq. Ft. BP America 8 1 100,000,000.00 460,492 Sq. Ft. Various 8.01 299,413 Sq. Ft. Bearingpoint, Inc. 8.02 161,079 Sq. Ft. DDL Omni Engineering 9 1 86,500,000.00 280,431 Sq. Ft. General Services Administration (Secretary of State) 10 1 85,000,000.00 264,199 Sq. Ft. Bed, Bath & Beyond 11 1 84,500,000.00 331,304 Sq. Ft. Freedom Forum (f/k/a Gannett Foundation) 13 1 67,100,000.00 359,175 Sq. Ft. General Services Administration 14 1 60,000,000.00 498,103 Sq. Ft. Nordstrom 15 1 59,813,869.53 411,097 Sq. Ft. Building Service Local 32B-32J 17 1 48,000,000.00 243,225 Sq. Ft. General Services Administration 18 1 43,760,000.00 273,997 Sq. Ft. Dick's Sporting Goods 19 1 41,700,000.00 167,285 Sq. Ft. ITT Industries 21 1 37,400,000.00 145,692 Sq. Ft. Boeing 22 1 34,160,000.00 261,925 Sq. Ft. Randalls Food and Drugs 23 1 33,700,000.00 300,000 Sq. Ft. TRSCO 24 1 32,966,495.79 191,663 Sq. Ft. Clear Freight Inc 25 1 29,134,000.00 247,312 Sq. Ft. Weis 27 1 27,200,000.00 81,027 Sq. Ft. Trader Joe's 29 1 24,000,000.00 213,361 Sq. Ft. American Express 33 1 22,400,000.00 243,093 Sq. Ft. Burlington Coat Factory 34 1 22,279,000.00 133,944 Sq. Ft. Bel Air 35 1 21,731,250.00 176,100 Sq. Ft. Preferred Freezer Services of Medley, LLC 36 1 21,443,250.00 243,350 Sq. Ft. Preferred Freezer Services, LLC 38 1 20,925,000.00 159,000 Sq. Ft. Capital One Services, Inc. 40 1 20,000,000.00 95,870 Sq. Ft. J.C. Studios, LLC 41 1 18,765,000.00 111,177 Sq. Ft. Ukrop's 43 1 17,688,000.00 111,623 Sq. Ft. Preferred Freezer Services of Raynham, LLC 44 1 17,327,250.00 128,200 Sq. Ft. Preferred Freezer Services of Chicago, LLC 45 1 17,085,000.00 126,658 Sq. Ft. Safeway 46 1 16,800,000.00 111,005 Sq. Ft. Randalls Food and Drugs 47 1 16,588,000.00 125,147 Sq. Ft. Shoppers 49 1 16,300,000.00 88,664 Sq. Ft. Marshall's of Lakewood 50 1 16,200,000.00 88,223 Sq. Ft. CKE Restaurants, Inc. 51 1 16,000,000.00 235,120 Sq. Ft. Kiosk Information Systems, Inc 52 1 16,000,000.00 68,976 Sq. Ft. Party City 53 1 15,883,500.00 103,050 Sq. Ft. Preferred Freezer Services of Vernon, LLC 56 1 15,045,000.00 80,555 Sq. Ft. Marshalls 57 1 14,950,000.00 282,562 Sq. Ft. MFP 58 1 14,267,000.00 103,382 Sq. Ft. Randalls Food and Drugs 59 1 13,778,000.00 180,244 Sq. Ft. Various 59.01 133,824 Sq. Ft. Valley Farm Market 59.02 46,420 Sq. Ft. Bathmarket/Ahart 61 1 13,620,977.34 61,351 Sq. Ft. LA Fitness 62 1 13,575,000.00 101,120 Sq. Ft. Rapp Collins Worldwide Limited Partnership 64 1 13,200,000.00 302,639 Sq. Ft. Various 64.01 147,483 Sq. Ft. Belk 64.02 155,156 Sq. Ft. Rose's 65 1 13,011,000.00 125,585 Sq. Ft. Dominick's Fine Foods 68 1 12,201,750.00 95,537 Sq. Ft. Preferred Freezer Services of Boston, LLC 69 1 12,093,000.00 88,917 Sq. Ft. Shoppers Food Warehouse 70 1 12,000,000.00 82,326 Sq. Ft. Inova Health Care Services 74 1 11,500,000.00 314,942 Sq. Ft. Kmart 77 1 10,320,000.00 73,529 Sq. Ft. Super Fresh 78 1 10,200,000.00 102,138 Sq. Ft. Albertsons 79 1 9,750,000.00 129,150 Sq. Ft. Pulte Mortgage LLC 80 1 9,680,000.00 52,961 Sq. Ft. Trader Joe's 81 1 9,586,000.00 95,826 Sq. Ft. Dominick's Fine Foods 84 1 9,400,000.00 69,708 Sq. Ft. Ross Stores, Inc. 85 1 9,355,024.47 51,128 Sq. Ft. Blood Systems, Inc. 86 1 8,980,447.36 134,650 Sq. Ft. Walmart 89 1 8,600,000.00 112,665 Sq. Ft. Avalon Flooring 90 1 8,491,094.35 80,427 Sq. Ft. National Environmental Coverage 92 1 8,382,665.91 45,689 Sq. Ft. Decatur Memorial Health Foundation 97 1 7,500,000.00 56,140 Sq. Ft. Chalkboard Learning Center 103 1 6,830,548.90 48,583 Sq. Ft. Murray Dahl Kuechenmeister Law Firm 104 1 6,800,000.00 40,600 Sq. Ft. Corinithian College 110 1 6,494,663.10 68,324 Sq. Ft. Bi-Lo 111 1 6,492,929.15 Various Various Various 111.01 53,943 Sq. Ft. Keyes / Lobby 112 1 6,471,529.55 53,377 Sq. Ft. Springfield Emergency Veterina 113 1 6,440,177.56 256,166 Sq. Ft. Wellington Truck Service 115 1 6,000,000.00 57,800 Sq. Ft. Renal Care 118 1 5,594,765.22 31,956 Sq. Ft. Villa Bella 121 1 5,460,000.00 30,216 Sq. Ft. CSK Auto, Inc. Successo 124 1 5,391,686.65 162,000 Sq. Ft. Port Cargo Services 125 1 5,340,000.00 27,192 Sq. Ft. Country Oak Furniture 126 1 5,300,000.00 32,268 Sq. Ft. Clipper Windpower 127 1 5,275,000.00 136,365 Sq. Ft. Mowhawk 130 1 5,077,661.64 64,448 Sq. Ft. A&M Oriental Carpet 131 1 5,075,000.00 25,500 Sq. Ft. County of Loudoun 132 1 5,000,000.00 47,704 Sq. Ft. Various 132.01 24,219 Sq. Ft. Cardiovascular Diagnostic Center of SE PA 132.02 23,485 Sq. Ft. A-Z Rental Center 135 1 4,990,060.40 61,112 Sq. Ft. Various 135.01 35,154 Sq. Ft. J. Dalton/T. Kenney/U. Rau 135.02 25,958 Sq. Ft. Keith Construction Inc. 136 1 4,800,000.00 28,716 Sq. Ft. Total Wine & More 137 1 4,787,005.76 34,185 Sq. Ft. Stewart Title 138 1 4,632,830.81 92,000 Sq. Ft. Henry Bath 139 1 4,615,000.00 82,750 Sq. Ft. Apria Healthcare 141 1 4,500,000.00 24,283 Sq. Ft. Franciscan Vinyards 142 1 4,395,647.71 38,684 Sq. Ft. Kiewit Offshore 143 1 4,360,970.30 14,550 Sq. Ft. Walgreens 144 1 4,330,946.73 46,784 Sq. Ft. PRS, Inc. 145 1 4,300,000.00 74,896 Sq. Ft. Dollar Tree 150 1 4,150,000.00 53,589 Sq. Ft. Prism Academy 151 1 4,025,000.00 46,541 Sq. Ft. Northwest Toxicology 152 1 4,000,000.00 14,490 Sq. Ft. Walgreens 154 1 3,996,110.29 28,700 Sq. Ft. Parsons 155 1 3,982,479.73 22,837 Sq. Ft. Vitamin Shoppe 156 1 3,981,000.00 14,560 Sq. Ft. Walgreen 157 1 3,794,357.23 52,977 Sq. Ft. Ralph's (Assign to Uka's) 158 1 3,794,000.00 14,820 Sq. Ft. Walgreens 160 1 3,712,648.24 25,695 Sq. Ft. Code Correct 161 1 3,692,000.00 14,490 Sq. Ft. Walgreens 163 1 3,567,739.23 13,013 Sq. Ft. CVS 166 1 3,493,007.46 28,092 Sq. Ft. Lifestyle Wood Furnishing 167 1 3,330,006.41 41,400 Sq. Ft. Food Lion 168 1 3,322,000.00 14,560 Sq. Ft. Walgreens 170 1 3,211,000.00 14,560 Sq. Ft. Walgreens 171 1 3,210,000.00 14,560 Sq. Ft. Walgreens 172 1 3,200,000.00 16,412 Sq. Ft. Temecula Valley Bank 173 1 2,897,152.29 12,864 Sq. Ft. Goodyear Tire & Rubber Co. 174 1 2,834,000.00 14,820 Sq. Ft. Walgreens 175 1 2,800,000.00 11,881 Sq. Ft. Q of New Brunswick, LLC 176 1 2,800,000.00 27,000 Sq. Ft. USA Printing 177 1 2,773,000.00 14,560 Sq. Ft. Walgreens 178 1 2,763,000.00 13,100 Sq. Ft. Rite Aid 179 1 2,700,000.00 18,070 Sq. Ft. Cary Partners, LLC 180 1 2,691,000.00 11,361 Sq. Ft. Eckerd 181 1 2,680,000.00 14,560 Sq. Ft. Walgreens 182 1 2,665,000.00 14,259 Sq. Ft. Walgreens 185 1 2,521,000.00 10,908 Sq. Ft. CVS 186 1 2,493,458.02 30,333 Sq. Ft. Various 186.01 11,000 Sq. Ft. Movie Gallery 186.02 19,333 Sq. Ft. S&S Management 189 1 2,357,810.36 13,418 Sq. Ft. Physicians Neck & Back Clinic 190 1 2,303,000.00 11,200 Sq. Ft. Eckerd 192 1 2,190,363.85 37,682 Sq. Ft. Washington Community Church 193 1 2,147,985.21 25,252 Sq. Ft. Cesar Jovel D/S/A 194 1 2,137,000.00 10,908 Sq. Ft. CVS 195 1 2,090,549.69 10,125 Sq. Ft. CVS 196 1 2,055,000.00 14,259 Sq. Ft. Walgreens 197 1 2,046,148.10 14,113 Sq. Ft. Kiang's Inc. 198 1 2,040,157.09 31,070 Sq. Ft. First American Title Co., Inc. 202 1 1,495,788.26 12,544 Sq. Ft. Walgreens 203 1 1,494,729.82 15,213 Sq. Ft. Pediatric Health 207 1 709,000.00 5,010 Sq. Ft. Sherwin Williams 208 1 595,000.00 6,000 Sq. Ft. Sherwin Williams 209 1 493,000.00 5,400 Sq. Ft. Sherwin Williams LOAN LARGEST MORTGAGE GROUP TENANT LARGEST TENANT EXP. 2ND LARGEST LOAN NUMBER NUMBER % OF NRA DATE 2ND LARGEST TENANT NAME TENANT % OF NRA - ------------------------------------------------------------------------------------------------------------------------------------ 1 1 0.67% Multiple Spaces Christian Mosso Group, LLC 0.50% 2 1 Various Various Various Various 2.01 100.00% 12/13/10 2.02 70.37% 10/31/10 State of California (Department of Justice) 17.85% 2.03 100.00% 05/09/13 2.04 62.57% 09/30/07 United States of America (Bureau of Public Debt) 26.42% 2.05 100.00% 06/14/09 2.06 90.64% 11/05/13 Ocean System Engineering Corporation 9.36% 2.07 100.00% 03/11/18 2.08 100.00% 04/03/08 2.09 100.00% 10/06/14 2.10 96.36% 04/30/12 Texas Premier Bank 3.22% 2.11 100.00% 03/31/08 2.12 100.00% 05/19/13 2.13 71.58% 01/31/06 Global Payments 10.39% 2.14 100.00% 08/31/09 3 1 17.95% Multiple Spaces Northrop Grumman 12.20% 4 1 11.94% 12/31/14 City of New York (DOC) 9.46% 5 1 Various Various Various Various 5.01 22.17% 02/28/07 Parisian 13.21% 5.02 26.34% 07/16/09 Belk 20.99% 6 1 2.88% 12/31/06 Broadwing Communication 1.86% 7 1 20.42% 09/30/08 Benesch, Friedlander 9.68% 8 1 Various Various Various Various 8.01 79.89% 09/14/14 Pillsbury Winthrop Shaw Pittman LLP 8.55% 8.02 17.87% 11/30/11 Red Hat 10.52% 9 1 99.94% 06/30/14 MCI 0.06% 10 1 10.60% 01/31/14 Borders 8.71% 11 1 29.15% Multiple Spaces General Services Administration 15.33% 13 1 56.48% Multiple Spaces Veridian 18.35% 14 1 62.64% 10/31/18 Abercrombie & Fitch 4.92% 15 1 100.00% 12/31/11 17 1 29.93% Multiple Spaces Advanced Management Technology Incorporated 17.20% 18 1 16.65% 01/31/18 TJ Maxx 10.95% 19 1 100.00% 03/31/19 21 1 100.00% 12/31/09 22 1 19.41% 11/14/07 Palais Royal 11.45% 23 1 100.00% 03/01/15 24 1 6.52% 05/31/06 Cozymel #20, LLC 4.89% 25 1 20.13% 10/31/17 TJ Maxx 13.00% 27 1 17.53% 01/31/15 Pier I Imports 10.72% 29 1 100.00% 03/01/15 33 1 32.91% 08/31/06 Acme Markets, Inc. 20.80% 34 1 34.00% 01/31/15 Goodwill Industries 7.47% 35 1 100.00% 06/30/30 36 1 100.00% 06/30/30 38 1 100.00% 02/28/15 40 1 100.00% 01/31/10 41 1 40.50% 09/30/19 CVS 10.52% 43 1 100.00% 06/30/30 44 1 100.00% 06/30/30 45 1 33.87% 12/31/21 Ross Dress For Less 17.92% 46 1 50.99% 06/30/13 Eckerd Drugs 7.67% 47 1 35.37% 09/30/16 Rite Aid 7.35% 49 1 28.20% 01/31/08 Sears Roebuck & Co. 14.44% 50 1 74.17% 03/31/15 Unisys Corporation 25.83% 51 1 27.51% 10/31/07 Ventiv Health, Inc. 25.40% 52 1 14.50% 04/30/07 Olive Garden (Ground Lease) 12.03% 53 1 100.00% 06/30/30 56 1 33.07% 01/31/12 Red Robin 9.31% 57 1 9.15% 08/31/09 House of Floors 6.34% 58 1 52.23% 06/30/13 Walgreens 15.28% 59 1 Various Various Various Various 59.01 54.55% 10/31/13 Aaron Rents 6.64% 59.02 47.55% 02/05/08 Eckerd 12.44% 61 1 63.89% 05/31/20 CVS 17.90% 62 1 100.00% 05/23/13 64 1 Various Various Various Various 64.01 34.86% 09/30/18 Big Lots Stores 24.41% 64.02 34.80% 08/13/07 Bi-Lo 25.81% 65 1 51.57% 02/28/22 Dollar Tree Store 10.57% 68 1 100.00% 06/30/30 69 1 64.14% 12/31/16 Goodyear Tire 7.03% 70 1 100.00% 09/30/08 74 1 25.97% 11/30/10 Food-A-Rama, Inc. 20.09% 77 1 53.82% 12/31/10 Rite Aid 14.15% 78 1 43.26% 08/13/22 Rite Aid 15.79% 79 1 33.33% 11/30/09 American Honda Motor Co., Inc. 27.48% 80 1 18.93% 01/31/11 Pier 1 Imports 18.77% 81 1 65.74% 11/30/10 Dollar StorePlus 6.17% 84 1 35.86% 01/31/08 Petco Store 28.69% 85 1 13.36% 04/30/06 Black, LoBello & Pilegoff, LLC 6.57% 86 1 100.00% 02/28/18 89 1 18.82% 10/31/10 Beazer Homes 16.33% 90 1 12.59% 03/31/11 Davidson & Grannum 12.59% 92 1 71.53% 12/31/27 Magnolia Hallam, DMD, MS 6.17% 97 1 24.73% 03/31/16 Cheeseburger in Paradise 14.91% 103 1 13.76% 03/02/10 Austin Escrow & Title 12.20% 104 1 83.42% 07/31/15 110 1 68.24% 01/31/20 Advanced Chiropractic Center 4.39% 111 1 Various Various Various Various 111.01 11.12% 03/31/13 Agora 4.63% 112 1 16.10% 11/30/13 Outback Steakhouse 11.24% 113 1 88.29% 07/31/09 Port Cargo Service 11.71% 115 1 20.95% 03/14/14 Arbor Center for Eyecare 10.91% 118 1 19.71% 11/30/20 Outback Steakhouse 19.26% 121 1 29.93% 03/31/09 Barbara's Professional 12.26% 124 1 100.00% 06/30/17 125 1 22.19% 05/31/06 Ortho Mattress 13.75% 126 1 29.78% 09/30/06 Demarc 20.76% 127 1 19.51% 01/01/08 Patio World 18.19% 130 1 9.82% 11/30/09 Blockbuster Video 7.95% 131 1 100.00% 06/30/08 132 1 Various Various Various Various 132.01 28.07% Multiple Spaces Main Line Allergy 15.62% 132.02 32.32% 10/14/07 Furniture Store 22.14% 135 1 Various Various Various Various 135.01 6.68% 11/30/05 PMG Physician Associates, P.C. 5.64% 135.02 19.65% 05/01/15 Keith Properties, Inc. 11.56% 136 1 36.21% 05/31/14 First Horizon Home Loan 13.01% 137 1 59.56% Multiple Spaces Whitman, Requardt, and Assoc. 13.25% 138 1 100.00% 08/31/09 139 1 100.00% 02/28/15 141 1 100.00% 05/31/12 142 1 33.78% 07/31/10 Accudata 20.67% 143 1 100.00% 03/31/80 144 1 26.47% 01/04/09 Aaron Rents, Inc. 13.68% 145 1 36.18% 01/31/09 Pump It Up 16.89% 150 1 19.03% 09/30/10 Specialty Sports Venture, LLC 15.13% 151 1 51.07% 01/31/09 Utah Cancer Specialists 12.83% 152 1 100.00% 06/30/77 154 1 33.22% 11/01/07 Gabor Agency 21.04% 155 1 17.52% 01/31/13 Catherine's Plus Sizes 17.52% 156 1 100.00% 03/31/80 157 1 66.07% 07/31/08 Hank's Pizza 5.88% 158 1 100.00% 10/31/79 160 1 13.20% 09/30/05 Dr. Schmedding, DDS 11.20% 161 1 100.00% 08/31/79 163 1 100.00% 01/31/25 166 1 39.51% 12/31/08 China Buffett 19.22% 167 1 79.71% 10/30/19 Bedford Federal 5.80% 168 1 100.00% 03/31/78 170 1 100.00% 07/31/79 171 1 100.00% 07/31/78 172 1 33.32% 09/30/09 Prime Cap Funding, Inc. 9.44% 173 1 53.36% 02/28/19 Sleepy's Inc. 46.64% 174 1 100.00% 12/31/79 175 1 30.14% 08/31/14 New Brunswick PCS, Inc 20.72% 176 1 48.15% 09/30/16 Southern Chinese Newspaper 33.33% 177 1 100.00% 09/30/78 178 1 100.00% 06/30/18 179 1 50.05% 10/31/10 Triangle Surgical Associates, P.A. 49.95% 180 1 100.00% 06/16/19 181 1 100.00% 03/31/79 182 1 100.00% 10/31/78 185 1 100.00% 06/07/20 186 1 Various Various Various Various 186.01 32.73% 05/31/11 Bosco Ristorante 29.09% 186.02 23.61% 12/31/09 ASA Federal Credit Union 9.93% 189 1 59.23% 04/16/10 Davanni's 31.28% 190 1 100.00% 01/26/19 192 1 15.33% 05/31/06 Route One Community Center 12.74% 193 1 19.45% 04/30/10 Terrell Mill Bottle Shop 17.82% 194 1 100.00% 11/29/20 195 1 100.00% 01/31/17 196 1 100.00% 06/30/79 197 1 22.64% 02/28/07 Progressive Partners, Inc. 19.65% 198 1 16.85% 12/31/07 Green Tree Servicing 12.22% 202 1 100.00% 11/30/42 203 1 28.12% 08/31/15 VS Associates 20.63% 207 1 100.00% 11/30/11 208 1 100.00% 02/28/14 209 1 100.00% 04/30/14 2ND 3RD LOAN LARGEST LARGEST MORTGAGE GROUP TENANT TENANT 3RD LARGEST TENANT LOAN NUMBER NUMBER EXP. DATE NAME % OF NRA - -------------------------------------------------------------------------------------------------------------------------------- 1 1 09/30/09 Atlanta Napp Deady, Inc. 0.50% 2 1 Various Various Various 2.01 2.02 03/31/08 World of Good Tastes 0.89% 2.03 2.04 09/30/07 Hard Rock Cafe 11.01% 2.05 2.06 10/01/09 2.07 2.08 2.09 2.10 04/30/07 2.11 2.12 2.13 04/30/08 DRG & Associates 3.06% 2.14 3 1 Multiple Spaces Raytheon Company 10.86% 4 1 06/30/07 Sprint Communications Company 7.98% 5 1 Various Various Various 5.01 02/28/17 Linens-N-Things 3.67% 5.02 11/08/09 JC Penney 9.63% 6 1 07/31/06 Qwest/Equis 1.70% 7 1 07/31/09 Hahn Loeser & Parks 5.88% 8 1 Various Various Various 8.01 06/30/09 Davis Carter Scott 5.90% 8.02 08/01/10 Vitalspring Technology 8.48% 9 1 MTM 10 1 11/30/18 Jimbo's Naturally 6.81% 11 1 Multiple Spaces NatureServe (f/k/a Association for Biodiversity Info) 7.84% 13 1 10/31/08 Gold's Gym Inc 4.80% 14 1 01/01/07 Champs 2.37% 15 1 17 1 Multiple Spaces Kastle Systems, Inc. 16.51% 18 1 08/31/12 Linens-N-Things 10.28% 19 1 21 1 22 1 07/31/06 Jo Ann's 5.74% 23 1 24 1 02/27/06 Spectrum Club Holding Company 4.65% 25 1 04/30/07 Sony Theatres 12.96% 27 1 03/31/09 ZYZYX, Inc. 5.28% 29 1 33 1 02/28/09 Levitz/Miller's Furniture, Inc. 12.03% 34 1 11/30/07 Dollar Tree 5.97% 35 1 36 1 38 1 40 1 41 1 02/29/08 Blockbuster Video 6.19% 43 1 44 1 45 1 01/31/07 Longs Drugs 16.77% 46 1 12/31/07 Hearts Home Early Learning 7.55% 47 1 11/30/06 Goodwill Industries 6.71% 49 1 08/31/08 Blockbuster Video 5.08% 50 1 12/31/07 51 1 01/31/13 PicoLight 13.97% 52 1 05/22/08 Sammy's Marketplace 8.28% 53 1 56 1 05/31/06 Sleep Country 6.83% 57 1 01/31/06 Levenger 6.34% 58 1 11/30/59 Jasons Deli 4.78% 59 1 Various Various Various 59.01 11/30/08 Dollar Tree Stores 5.85% 59.02 10/31/09 MAB Paints 10.13% 61 1 05/31/27 Panera Bread 6.93% 62 1 64 1 Various Various Various 64.01 01/31/10 Food Lion 19.66% 64.02 08/31/07 Beall's/Burke's Outlet 12.63% 65 1 08/31/09 Kens World of Video 6.32% 68 1 69 1 11/30/06 Buffalo Wings Factory 6.30% 70 1 74 1 12/31/08 Gardiners Home Furnishing 19.57% 77 1 11/30/10 Blockbuster Video 7.62% 78 1 12/31/16 Kragen Auto 12.29% 79 1 09/16/11 W.W. Grainger, Inc. 16.53% 80 1 02/29/12 The Mattress Firm 10.49% 81 1 06/30/08 Fashion Bug 5.74% 84 1 06/30/07 United Board Shop 8.33% 85 1 03/31/07 Russell Jayne, MD Ltd. 6.57% 86 1 89 1 Multiple Spaces Stanton Door 7.37% 90 1 01/31/11 Vision-Sciences, Inc. 12.43% 92 1 09/30/19 Federal Bureau of Investigation (GSA) 3.97% 97 1 11/30/13 Rise-N-Dine (Theo. Maglaris) 8.66% 103 1 04/30/06 WebMethods 12.11% 104 1 110 1 12/31/07 Closet Treasures Thrift Store 4.10% 111 1 Various Various Various 111.01 04/30/09 Orizak 4.63% 112 1 03/31/07 Tokyo Inn Japanese Steakhouse 10.12% 113 1 06/30/17 115 1 05/31/14 Harmony Health Partners 6.94% 118 1 03/31/15 Navy Federal Credit Union 18.78% 121 1 08/31/09 Micasa Mexican Restaurant 9.28% 124 1 125 1 12/31/05 El Pollo Loco 12.87% 126 1 08/01/07 Echo 17.69% 127 1 10/01/09 Sheribel 11.73% 130 1 09/30/07 Orient Kitchen 7.92% 131 1 132 1 Various Various Various 132.01 04/01/06 Meyer Associates 12.45% 132.02 07/01/07 Warehouse 10.22% 135 1 Various Various Various 135.01 07/31/10 Anchor International 5.62% 135.02 12/31/06 Genesis Capital Advisors, Inc 9.25% 136 1 02/28/10 Moe's Southwest Grill 8.77% 137 1 05/31/06 Acurate 7.45% 138 1 139 1 141 1 142 1 05/31/10 NewFirst National Bank 14.72% 143 1 144 1 03/31/09 BMA Fort Belvoir 11.97% 145 1 06/30/10 Better Homes & Bargains 9.61% 150 1 09/30/05 Littleton Fine Food Corp. 10.61% 151 1 09/30/13 Wirt A. Hines, MD 6.36% 152 1 154 1 02/01/11 Dieson & Assoc. 16.63% 155 1 11/30/06 Osaka Restaurant 10.51% 156 1 157 1 12/31/08 King Laundromat 5.17% 158 1 160 1 12/31/15 Dawn Woo Huysing, DDS 10.02% 161 1 163 1 166 1 04/30/15 CDG Management 14.95% 167 1 07/31/10 Mike Prillaman 2.90% 168 1 170 1 171 1 172 1 05/31/10 Palacek, Skaja & Broyles 8.18% 173 1 02/28/10 174 1 175 1 04/30/14 176 1 09/30/16 Global Communication 9.26% 177 1 178 1 179 1 08/31/18 180 1 181 1 182 1 185 1 186 1 Various Various Various 186.01 01/31/15 Neo Day Spa 20.00% 186.02 01/31/08 CONCOM 7.55% 189 1 09/30/09 Wells Fargo Financial 9.49% 190 1 192 1 05/15/10 Hunan East 10.48% 193 1 09/30/07 Vatica 11.88% 194 1 195 1 196 1 197 1 07/31/06 Orthodonitics Center of America 14.88% 198 1 11/30/10 3Plains Holdings Corp 10.67% 202 1 203 1 06/01/20 Eye of the Tiger 20.38% 207 1 208 1 209 1 LOAN MORTGAGE GROUP 3RD LARGEST MORTGAGE LOAN NUMBER NUMBER TENANT EXP. DATE LOAN NUMBER - -------------------------------------------------------------------- 1 1 MTM 1 2 1 Various 2 2.01 2.01 2.02 03/31/11 2.02 2.03 2.03 2.04 07/31/13 2.04 2.05 2.05 2.06 2.06 2.07 2.07 2.08 2.08 2.09 2.09 2.10 2.10 2.11 2.11 2.12 2.12 2.13 MTM 2.13 2.14 2.14 3 1 08/31/13 3 4 1 12/31/12 4 5 1 Various 5 5.01 01/31/14 5.01 5.02 02/24/08 5.02 6 1 03/31/10 6 7 1 09/30/12 7 8 1 Various 8 8.01 03/31/09 8.01 8.02 03/31/07 8.02 9 1 9 10 1 12/31/18 10 11 1 06/30/06 11 13 1 09/30/14 13 14 1 06/30/06 14 15 1 15 17 1 12/31/10 17 18 1 01/31/13 18 19 1 19 21 1 21 22 1 03/31/07 22 23 1 23 24 1 06/30/10 24 25 1 02/28/10 25 27 1 05/31/07 27 29 1 29 33 1 05/31/12 33 34 1 MTM 34 35 1 35 36 1 36 38 1 38 40 1 40 41 1 11/30/08 41 43 1 43 44 1 44 45 1 02/28/09 45 46 1 07/31/16 46 47 1 12/31/09 47 49 1 09/30/07 49 50 1 50 51 1 09/30/11 51 52 1 07/31/13 52 53 1 53 56 1 05/31/07 56 57 1 06/30/06 57 58 1 06/30/09 58 59 1 Various 59 59.01 01/31/10 59.01 59.02 MTM 59.02 61 1 12/31/15 61 62 1 62 64 1 Various 64 64.01 11/11/09 64.01 64.02 09/30/09 64.02 65 1 10/31/06 65 68 1 68 69 1 09/30/12 69 70 1 70 74 1 08/31/12 74 77 1 12/31/06 77 78 1 09/30/09 78 79 1 03/31/11 79 80 1 01/31/06 80 81 1 01/31/06 81 84 1 10/31/08 84 85 1 11/30/06 85 86 1 86 89 1 09/30/10 89 90 1 08/31/10 90 92 1 05/31/15 92 97 1 02/28/18 97 103 1 10/31/05 103 104 1 104 110 1 05/04/08 110 111 1 Various 111 111.01 05/31/14 111.01 112 1 09/30/17 112 113 1 113 115 1 08/31/14 115 118 1 03/31/15 118 121 1 10/31/07 121 124 1 124 125 1 02/28/09 125 126 1 06/30/09 126 127 1 05/01/08 127 130 1 10/31/06 130 131 1 131 132 1 Various 132 132.01 03/31/06 132.01 132.02 09/30/07 132.02 135 1 Various 135 135.01 07/31/09 135.01 135.02 02/28/07 135.02 136 1 05/31/14 136 137 1 03/31/07 137 138 1 138 139 1 139 141 1 141 142 1 07/14/15 142 143 1 143 144 1 11/30/06 144 145 1 07/31/09 145 150 1 01/31/07 150 151 1 01/31/07 151 152 1 152 154 1 11/30/05 154 155 1 12/31/08 155 156 1 156 157 1 02/15/10 157 158 1 158 160 1 03/31/12 160 161 1 161 163 1 163 166 1 05/31/15 166 167 1 09/30/06 167 168 1 168 170 1 170 171 1 171 172 1 11/01/07 172 173 1 173 174 1 174 175 1 175 176 1 09/30/11 176 177 1 177 178 1 178 179 1 179 180 1 180 181 1 181 182 1 182 185 1 185 186 1 Various 186 186.01 07/31/14 186.01 186.02 10/31/07 186.02 189 1 03/31/06 189 190 1 190 192 1 12/31/08 192 193 1 08/31/06 193 194 1 194 195 1 195 196 1 196 197 1 06/30/07 197 198 1 12/31/08 198 202 1 202 203 1 10/31/06 203 207 1 207 208 1 208 209 1 209 </TABLE>
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 <TABLE> ANNEX A-5 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES (CROSSED & POOLED MORTGAGE LOANS) MORTGAGE LOAN LOAN GROUP CROSS COLLATERALIZED AND NUMBER NUMBER PROPERTY NAME CITY STATE CROSS DEFAULTED LOAN FLAG - ------------------------------------------------------------------------------------------------------------------------------------ 2 1 NGP Rubicon GSA Pool Various Various - ------------------------------------------------------------------------------------------------------------------------------------ 2.01 Rubicon NGP-Burlington, NJ Burlington NJ 2.02 Rubicon NGP-Sacramento, CA Sacramento CA 2.03 Rubicon NGP-Suffolk, VA Suffolk VA 2.04 Rubicon NGP-Washington, DC Washington DC 2.05 Rubicon NGP-Kansas City, KS Kansas City KS 2.06 Rubicon NGP-San Diego, CA San Diego CA 2.07 Rubicon NGP-Concord, MA Concord MA 2.08 Rubicon NGP-Philadelphia, PA Philadelphia PA 2.09 Rubicon NGP-Huntsville, AL Huntsville AL 2.10 Rubicon NGP-Houston, TX Houston TX 2.11 Rubicon NGP-Providence, RI Providence RI 2.12 Rubicon NGP-Aurora, CO Aurora CO 2.13 Rubicon NGP-Lakewood, CO Lakewood CO 2.14 Rubicon NGP-Norfolk, VA Norfolk VA 5 1 Macon & Burlington Mall Pool Various Various - ------------------------------------------------------------------------------------------------------------------------------------ 5.01 Macon Mall Macon GA 5.02 Burlington Mall Burlington NC Various 1 Extra Space Portfolio #4 Various Various Extra Space Portfolio #4 - ------------------------------------------------------------------------------------------------------------------------------------ 48 1 Extra Space - New York, NY New York NY Extra Space Portfolio #4 76 1 Extra Space - North Bergen, NJ North Bergen NJ Extra Space Portfolio #4 82 1 Extra Space - Hackensack, NJ Hackensack NJ Extra Space Portfolio #4 93 1 Extra Space - Toms River, NJ Toms River NJ Extra Space Portfolio #4 99 1 Extra Space - Seattle, WA Seattle WA Extra Space Portfolio #4 105 1 Extra Space - Linden, NJ Linden NJ Extra Space Portfolio #4 106 1 Extra Space - Parlin, NJ Parlin NJ Extra Space Portfolio #4 114 1 Extra Space - Beaverton, OR Beaverton OR Extra Space Portfolio #4 122 1 Extra Space - Plainville, MA Plainville MA Extra Space Portfolio #4 123 1 Extra Space - Stoneham, MA Stoneham MA Extra Space Portfolio #4 134 1 Extra Space - New Paltz, NY New Paltz NY Extra Space Portfolio #4 153 1 Extra Space - Sandy, UT Sandy UT Extra Space Portfolio #4 159 1 Extra Space - Everett, MA Everett MA Extra Space Portfolio #4 191 1 Extra Space - Denver, CO Denver CO Extra Space Portfolio #4 199 1 Extra Space - West Valley City, UT West Valley City UT Extra Space Portfolio #4 8 1 Prentiss Pool McLean VA - ------------------------------------------------------------------------------------------------------------------------------------ 8.01 1676 International Drive McLean VA 8.02 8260 Greensboro Drive McLean VA Various 1 Lakewood Marketplace Portfolio Lakewood CA Lakewood Marketplace Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ 49 1 Lakewood Marketplace - SEC Lakewood CA Lakewood Marketplace Portfolio 84 1 Lakewood Marketplace - NWC Lakewood CA Lakewood Marketplace Portfolio 121 1 Lakewood Marketplace - SWC Lakewood CA Lakewood Marketplace Portfolio 125 1 Lakewood Marketplace - NEC Lakewood CA Lakewood Marketplace Portfolio Various 1 CLF Portfolio Various TX CLF Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ 38 1 Tollway Office Center II Plano TX CLF Portfolio 62 1 Rapp Collins Worldwide Irving TX CLF Portfolio Various 1 Brentwood and Woodway Portfolio Various Various Brentwood and Woodway Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ 46 1 Woodway Collection Houston TX Brentwood and Woodway Portfolio 65 1 Brentwood Commons Bensenville IL Brentwood and Woodway Portfolio Various 1 Orfalea-Carpinteria Office Portfolio Carpinteria CA Orfalea-Carpinteria Office Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ 50 1 Carpinteria I Office Buildings Carpinteria CA Orfalea-Carpinteria Office Portfolio 126 1 6305 & 6309 Carpinteria Avenue Carpinteria CA Orfalea-Carpinteria Office Portfolio Various 1 Cole Portfolio Various Various Cole Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ 139 1 Apria Healthcare Indianapolis IN Cole Portfolio 178 1 Rite Aid - Bangor, ME Bangor ME Cole Portfolio 180 1 Eckerd - Philadelphia, PA Philadelphia PA Cole Portfolio 185 1 CVS - Independence, MO Independence MO Cole Portfolio 190 1 Eckerd - Murfreesboro, TN Murfreesboro TN Cole Portfolio 194 1 CVS - Duncanville, TX Duncanville TX Cole Portfolio 207 1 Sherwin Williams - Angola, IN Angola IN Cole Portfolio 209 1 Sherwin Williams - Ashtabula, OH Ashtabula OH Cole Portfolio 208 1 Sherwin Williams - Boardman, OH Boardman OH Cole Portfolio Various 1 Summit Healthcare Portfolio Various Various Summit Healthcare Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ 117 1 Summit Place of North Myrtle Beach Little River SC Summit Healthcare Portfolio 129 1 Summit Place of Mooresville Mooresville NC Summit Healthcare Portfolio 165 1 Summit Place of Kings Mountain Kings Mountain NC Summit Healthcare Portfolio 59 1 Stefko & Allen Street Pool Various PA - ------------------------------------------------------------------------------------------------------------------------------------ 59.01 Stefko Boulevard Shopping Center Bethlehem PA 59.02 Allen Street Shopping Center Allentown PA 64 1 Marion City & Centre Stage Shopping Centers Various Various - ------------------------------------------------------------------------------------------------------------------------------------ 64.01 Centre Stage Shopping Center Springfield TN 64.02 Marion City Square Shopping Center Marion NC Various 1 Ruh-Merrionette Park Office Portfolio Merrionette Park IL Ruh-Merrionette Park Office Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ 104 1 Corinthian Medical College Merrionette Park IL Ruh-Merrionette Park Office Portfolio 115 1 Merrionette Park Medical Center Merrionette Park IL Ruh-Merrionette Park Office Portfolio 111 1 Lincoln and Alamac Pool Miami Beach FL - ------------------------------------------------------------------------------------------------------------------------------------ 111.01 Lincoln Center Miami Beach FL 111.02 The Alamac Miami Beach FL 132 1 233 East Lancaster Avenue/Spring House Plaza I Various PA - ------------------------------------------------------------------------------------------------------------------------------------ 132.01 233 East Lancaster Avenue Ardmore PA 132.02 Spring House Plaza I Lower Gwynedd Township PA 135 1 Keith Properties Various MA - ------------------------------------------------------------------------------------------------------------------------------------ 135.01 Duxbury Properties Duxbury MA 135.02 Stoughton Properties Stoughton MA 186 1 7 Mill Pond Drive & 1 Regency Drive Various CT - ------------------------------------------------------------------------------------------------------------------------------------ 186.01 7 Mill Pond Drive Granby CT 186.02 1 Regency Drive Bloomfield CT </TABLE> <TABLE> % OF ORIGINAL AGGREGATE TERM TO REMAINING ORIGINAL REMAINING MORTGAGE ORIGINAL CUT-OFF DATE CUT-OFF MATURITY TERM TO REMAINING AMORT AMORT LOAN LOAN LOAN DATE OR ARD MATURITY OR IO PERIOD TERM TERM NUMBER BALANCE ($) BALANCE ($) BALANCE (MOS.) ARD (MOS.) (MOS.) (MOS.) (MOS.) - ------------------------------------------------------------------------------------------------------------------------------------ 2 194,500,000.00 194,500,000.00 5.31% 120 118 58 360 360 - ------------------------------------------------------------------------------------------------------------------------------------ 2.01 41,006,000.00 2.02 28,736,000.00 2.03 27,811,000.00 2.04 24,030,200.00 2.05 18,000,000.00 2.06 10,759,000.00 2.07 10,240,000.00 2.08 7,000,000.00 2.09 6,983,200.00 2.10 6,130,600.00 2.11 6,090,000.00 2.12 3,248,000.00 2.13 2,720,200.00 2.14 1,745,800.00 5 141,200,000.00 141,200,000.00 3.85% 120 119 11 360 360 - ------------------------------------------------------------------------------------------------------------------------------------ 5.01 5.02 Various 100,000,000.00 100,000,000.00 2.73% 60 60 60 IO IO - ------------------------------------------------------------------------------------------------------------------------------------ 48 16,400,000.00 16,400,000.00 0.45% 60 60 60 IO IO 76 11,000,000.00 11,000,000.00 0.30% 60 60 60 IO IO 82 9,500,000.00 9,500,000.00 0.26% 60 60 60 IO IO 93 8,300,000.00 8,300,000.00 0.23% 60 60 60 IO IO 99 7,400,000.00 7,400,000.00 0.20% 60 60 60 IO IO 105 6,700,000.00 6,700,000.00 0.18% 60 60 60 IO IO 106 6,700,000.00 6,700,000.00 0.18% 60 60 60 IO IO 114 6,200,000.00 6,200,000.00 0.17% 60 60 60 IO IO 122 5,400,000.00 5,400,000.00 0.15% 60 60 60 IO IO 123 5,400,000.00 5,400,000.00 0.15% 60 60 60 IO IO 134 5,000,000.00 5,000,000.00 0.14% 60 60 60 IO IO 153 4,000,000.00 4,000,000.00 0.11% 60 60 60 IO IO 159 3,750,000.00 3,750,000.00 0.10% 60 60 60 IO IO 191 2,250,000.00 2,250,000.00 0.06% 60 60 60 IO IO 199 2,000,000.00 2,000,000.00 0.05% 60 60 60 IO IO 8 100,000,000.00 100,000,000.00 2.73% 120 120 36 360 360 - ------------------------------------------------------------------------------------------------------------------------------------ 8.01 8.02 Various 36,500,000.00 36,500,000.00 1.00% 120 118 58 360 360 - ------------------------------------------------------------------------------------------------------------------------------------ 49 16,300,000.00 16,300,000.00 0.44% 120 118 58 360 360 84 9,400,000.00 9,400,000.00 0.26% 120 118 58 360 360 121 5,460,000.00 5,460,000.00 0.15% 120 118 58 360 360 125 5,340,000.00 5,340,000.00 0.15% 120 118 58 360 360 Various 34,500,000.00 34,500,000.00 0.94% 94 93 Various Varies Varies - ------------------------------------------------------------------------------------------------------------------------------------ 38 20,925,000.00 20,925,000.00 0.57% 94 93 23 Varies Varies 62 13,575,000.00 13,575,000.00 0.37% 94 93 29 Varies Varies Various 29,811,000.00 29,811,000.00 0.81% 72 71 71 IO IO - ------------------------------------------------------------------------------------------------------------------------------------ 46 16,800,000.00 16,800,000.00 0.46% 72 71 71 IO IO 65 13,011,000.00 13,011,000.00 0.36% 72 71 71 IO IO Various 21,500,000.00 21,500,000.00 0.59% 120 119 35 360 360 - ------------------------------------------------------------------------------------------------------------------------------------ 50 16,200,000.00 16,200,000.00 0.44% 120 119 35 360 360 126 5,300,000.00 5,300,000.00 0.14% 120 119 35 360 360 Various 18,827,000.00 18,827,000.00 0.51% 60 59 59 IO IO - ------------------------------------------------------------------------------------------------------------------------------------ 139 4,615,000.00 4,615,000.00 0.13% 60 59 59 IO IO 178 2,763,000.00 2,763,000.00 0.08% 60 59 59 IO IO 180 2,691,000.00 2,691,000.00 0.07% 60 59 59 IO IO 185 2,521,000.00 2,521,000.00 0.07% 60 59 59 IO IO 190 2,303,000.00 2,303,000.00 0.06% 60 59 59 IO IO 194 2,137,000.00 2,137,000.00 0.06% 60 59 59 IO IO 207 709,000.00 709,000.00 0.02% 60 59 59 IO IO 209 493,000.00 493,000.00 0.01% 60 59 59 IO IO 208 595,000.00 595,000.00 0.02% 60 59 59 IO IO Various 14,300,000.00 14,300,000.00 0.39% 120 119 23 336 336 - ------------------------------------------------------------------------------------------------------------------------------------ 117 5,600,000.00 5,600,000.00 0.15% 120 119 23 336 336 129 5,150,000.00 5,150,000.00 0.14% 120 119 23 336 336 165 3,550,000.00 3,550,000.00 0.10% 120 119 23 336 336 59 13,778,000.00 13,778,000.00 0.38% 84 83 83 IO IO - ------------------------------------------------------------------------------------------------------------------------------------ 59.01 59.02 64 13,200,000.00 13,200,000.00 0.36% 120 116 20 280 280 - ------------------------------------------------------------------------------------------------------------------------------------ 64.01 6,799,980.00 64.02 6,400,020.00 Various 12,800,000.00 12,800,000.00 0.35% 120 120 36 360 360 - ------------------------------------------------------------------------------------------------------------------------------------ 104 6,800,000.00 6,800,000.00 0.19% 120 120 36 360 360 115 6,000,000.00 6,000,000.00 0.16% 120 120 36 360 360 111 6,500,000.00 6,492,929.15 0.18% 120 119 360 359 - ------------------------------------------------------------------------------------------------------------------------------------ 111.01 4,500,000.00 111.02 2,000,000.00 132 5,000,000.00 5,000,000.00 0.14% 120 120 24 360 360 - ------------------------------------------------------------------------------------------------------------------------------------ 132.01 132.02 135 5,000,000.00 4,990,060.40 0.14% 120 118 360 358 - ------------------------------------------------------------------------------------------------------------------------------------ 135.01 3,325,000.00 135.02 1,675,000.00 186 2,500,000.00 2,493,458.02 0.07% 120 118 324 322 - ------------------------------------------------------------------------------------------------------------------------------------ 186.01 186.02 </TABLE> <TABLE> MATURITY CUT-OFF CUT-OFF DATE MORTGAGE DATE OR ARD DATE LTV RATIO NUMBER LOAN UW NET LOAN MONTHLY P&I BALLOON APPRAISED DSCR LTV AT MATURITY OF UNITS UNIT OF AMOUNT PER CASH NUMBER PAYMENTS ($) BALANCE ($) VALUE ($) (X) RATIO OR ARD (UNITS) MEASURE (UNIT) ($) FLOW ($) - ------------------------------------------------------------------------------------------------------------------------------------ 2 1,099,473.27 180,596,827.85 487,000,000.00 1.27 79.88% 74.17% 2,990,570 Sq. Ft. 65.04 33,488,799.51 - ------------------------------------------------------------------------------------------------------------------------------------ 2.01 101,000,000.00 1,048,631 Sq. Ft. 8,022,669.27 2.02 74,500,000.00 326,306 Sq. Ft. 4,906,170.11 2.03 68,500,000.00 351,075 Sq. Ft. 4,547,116.79 2.04 62,700,000.00 146,365 Sq. Ft. 2,793,281.61 2.05 45,000,000.00 182,554 Sq. Ft. 2,987,352.96 2.06 26,500,000.00 131,891 Sq. Ft. 2,144,404.70 2.07 25,600,000.00 97,256 Sq. Ft. 1,475,339.02 2.08 16,900,000.00 88,717 Sq. Ft. 1,193,762.63 2.09 17,200,000.00 118,040 Sq. Ft. 1,163,951.19 2.10 15,100,000.00 138,020 Sq. Ft. 887,878.95 2.11 15,000,000.00 130,600 Sq. Ft. 1,844,122.54 2.12 8,000,000.00 103,000 Sq. Ft. 740,467.38 2.13 6,700,000.00 74,285 Sq. Ft. 424,695.44 2.14 4,300,000.00 53,830 Sq. Ft. 357,586.92 5 826,697.81 121,829,368.30 176,500,000.00 1.38 80.00% 69.03% 1,181,592 Sq. Ft. 119.50 13,631,376.63 - ------------------------------------------------------------------------------------------------------------------------------------ 5.01 138,000,000.00 762,398 Sq. Ft. 10,749,186.41 5.02 38,500,000.00 419,194 Sq. Ft. 2,882,190.22 Various IO 100,000,000.00 129,175,000.00 1.69 77.41% 77.41% 1,100,988 Sq. Ft. 90.83 8,898,860.86 - ------------------------------------------------------------------------------------------------------------------------------------ 48 IO 16,400,000.00 21,000,000.00 1.82 78.10% 78.10% 73,863 Sq. Ft. 222.03 1,566,148.32 76 IO 11,000,000.00 14,100,000.00 1.62 78.01% 78.01% 85,955 Sq. Ft. 127.97 934,692.14 82 IO 9,500,000.00 12,200,000.00 1.63 77.87% 77.87% 120,920 Sq. Ft. 78.56 816,197.15 93 IO 8,300,000.00 10,600,000.00 1.80 78.30% 78.30% 73,337 Sq. Ft. 113.18 785,273.65 99 IO 7,400,000.00 9,500,000.00 1.85 77.89% 77.89% 67,175 Sq. Ft. 110.16 721,269.05 105 IO 6,700,000.00 8,575,000.00 1.70 78.13% 78.13% 61,093 Sq. Ft. 109.67 597,742.45 106 IO 6,700,000.00 8,550,000.00 1.68 78.36% 78.36% 76,505 Sq. Ft. 87.58 593,303.33 114 IO 6,200,000.00 8,000,000.00 1.69 77.50% 77.50% 67,530 Sq. Ft. 91.81 551,163.78 122 IO 5,400,000.00 6,900,000.00 1.75 78.26% 78.26% 69,675 Sq. Ft. 77.50 497,842.30 123 IO 5,400,000.00 6,900,000.00 1.76 78.26% 78.26% 61,875 Sq. Ft. 87.27 499,610.15 134 IO 5,000,000.00 6,400,000.00 1.55 78.13% 78.13% 69,056 Sq. Ft. 72.41 407,372.85 153 IO 4,000,000.00 5,100,000.00 1.72 78.43% 78.43% 83,150 Sq. Ft. 48.11 362,411.30 159 IO 3,750,000.00 5,400,000.00 1.21 69.44% 69.44% 69,789 Sq. Ft. 53.73 237,821.57 191 IO 2,250,000.00 3,450,000.00 1.60 65.22% 65.22% 67,915 Sq. Ft. 33.13 188,939.28 199 IO 2,000,000.00 2,500,000.00 1.32 80.00% 80.00% 53,150 Sq. Ft. 37.63 139,073.54 8 527,085.86 88,202,013.75 125,200,000.00 1.22 79.87% 70.45% 460,492 Sq. Ft. 217.16 7,743,164.50 - ------------------------------------------------------------------------------------------------------------------------------------ 8.01 95,000,000.00 299,413 Sq. Ft. 5,944,315.91 8.02 30,200,000.00 161,079 Sq. Ft. 1,798,848.59 Various 203,366.72 33,827,520.52 54,100,000.00 1.29 67.47% 62.53% 215,780 Sq. Ft. 169.15 3,152,316.37 - ------------------------------------------------------------------------------------------------------------------------------------ 49 90819 15,106,536.74 23,100,000.00 1.23 70.56% 65.40% 88,664 Sq. Ft. 183.84 1,343,688.77 84 52374 8,711,744.67 15,000,000.00 1.41 62.67% 58.08% 69,708 Sq. Ft. 134.85 889,159.62 121 30421 5,060,226.54 8,000,000.00 1.21 68.25% 63.25% 30,216 Sq. Ft. 180.70 440,237.55 125 29753 4,949,012.57 8,000,000.00 1.34 66.75% 61.86% 27,192 Sq. Ft. 196.38 479,230.43 Various Steps 30,500,000.00 45,400,000.00 1.33 75.99% 67.18% 260,120 Sq. Ft. 132.63 2,983,509.94 - ------------------------------------------------------------------------------------------------------------------------------------ 38 Steps 18,500,000.00 28,300,000.00 1.42 73.94% 65.37% 159,000 Sq. Ft. 131.60 1,839,176.68 62 Steps 12,000,000.00 17,100,000.00 1.20 79.39% 70.18% 101,120 Sq. Ft. 134.25 1,144,333.26 Various IO 29,811,000.00 37,350,000.00 1.61 79.82% 79.82% 236,590 Sq. Ft. 126.00 2,418,676.61 - ------------------------------------------------------------------------------------------------------------------------------------ 46 IO 16,800,000.00 21,000,000.00 1.61 80.00% 80.00% 111,005 Sq. Ft. 151.34 1,365,678.23 65 IO 13,011,000.00 16,350,000.00 1.60 79.58% 79.58% 125,585 Sq. Ft. 103.60 1,052,998.38 Various 118,723.80 19,133,821.04 28,100,000.00 1.25 76.51% 68.09% 120,491 Sq. Ft. 178.44 1,777,236.65 - ------------------------------------------------------------------------------------------------------------------------------------ 50 89457 14,417,111.96 20,800,000.00 1.26 77.88% 69.31% 88,223 Sq. Ft. 183.63 1,347,820.79 126 29267 4,716,709.08 7,300,000.00 1.22 72.60% 64.61% 32,268 Sq. Ft. 164.25 429,415.86 Various IO 18,827,000.00 29,195,000.00 1.98 64.49% 64.49% 156,637 Sq. Ft. 120.20 2,011,938.45 - ------------------------------------------------------------------------------------------------------------------------------------ 139 IO 4,615,000.00 7,100,000.00 1.75 65.00% 65.00% 82,750 Sq. Ft. 55.77 435,255.22 178 IO 2,763,000.00 4,350,000.00 2.18 63.52% 63.52% 13,100 Sq. Ft. 210.92 325,645.87 180 IO 2,691,000.00 4,150,000.00 2.03 64.84% 64.84% 11,361 Sq. Ft. 236.86 294,594.59 185 IO 2,521,000.00 3,875,000.00 2.01 65.06% 65.06% 10,908 Sq. Ft. 231.11 273,394.95 190 IO 2,303,000.00 3,550,000.00 2.03 64.87% 64.87% 11,200 Sq. Ft. 205.63 251,938.36 194 IO 2,137,000.00 3,300,000.00 2.01 64.76% 64.76% 10,908 Sq. Ft. 195.91 231,866.34 207 IO 709,000.00 1,120,000.00 2.05 63.30% 63.30% 5,010 Sq. Ft. 141.52 78,652.00 209 IO 493,000.00 800,000.00 2.06 61.63% 61.63% 5,400 Sq. Ft. 91.30 54,750.00 208 IO 595,000.00 950,000.00 2.05 62.63% 62.63% 6,000 Sq. Ft. 99.17 65,841.12 Various 84,921.21 12,298,384.22 18,800,000.00 1.40 76.06% 65.42% 178 Beds 80,337.08 1,426,123.50 - ------------------------------------------------------------------------------------------------------------------------------------ 117 33256 4,816,150.28 7,000,000.00 1.45 80.00% 68.80% 60 Beds 93,333.33 577,928.60 129 30584 4,429,138.70 6,500,000.00 1.42 79.23% 68.14% 59 Beds 87,288.14 522,179.00 165 21082 3,053,095.24 5,300,000.00 1.29 66.98% 57.61% 59 Beds 60,169.49 326,015.90 59 IO 13,778,000.00 17,550,000.00 1.58 78.51% 78.51% 180,244 Sq. Ft. 76.44 1,120,966.28 - ------------------------------------------------------------------------------------------------------------------------------------ 59.01 10,650,000.00 133,824 Sq. Ft. 688,442.84 59.02 6,900,000.00 46,420 Sq. Ft. 432,523.44 64 84,881.80 10,573,045.25 16,500,000.00 1.23 80.00% 64.08% 302,639 Sq. Ft. 43.62 1,251,908.00 - ------------------------------------------------------------------------------------------------------------------------------------ 64.01 8,500,000.00 147,483 Sq. Ft. 649,718.00 64.02 8,000,000.00 155,156 Sq. Ft. 602,190.00 Various 70,602.82 11,388,289.25 18,900,000.00 1.35 67.72% 60.26% 98,400 Sq. Ft. 130.08 1,142,643.71 - ------------------------------------------------------------------------------------------------------------------------------------ 104 37508 6,050,028.51 8,500,000.00 1.29 80.00% 71.18% 40,600 Sq. Ft. 167.49 580,446.24 115 33095 5,338,260.74 10,400,000.00 1.42 57.69% 51.33% 57,800 Sq. Ft. 103.81 562,197.46 111 34,497.24 5,326,559.83 19,500,000.00 3.26 33.30% 27.32% Various Various Various 1,347,807.63 - ------------------------------------------------------------------------------------------------------------------------------------ 111.01 13,300,000.00 53,943 Sq. Ft. 939,888.07 111.02 6,200,000.00 44 Units 407,919.56 132 28,170.25 4,372,865.54 8,800,000.00 1.62 56.82% 49.69% 47,704 Sq. Ft. 104.81 547,717.46 - ------------------------------------------------------------------------------------------------------------------------------------ 132.01 6,750,000.00 24,219 Sq. Ft. 404,520.69 132.02 2,050,000.00 23,485 Sq. Ft. 143,196.77 135 28,776.51 4,200,851.38 6,610,000.00 1.32 75.49% 63.55% 61,112 Sq. Ft. 81.65 455,367.33 - ------------------------------------------------------------------------------------------------------------------------------------ 135.01 4,360,000.00 35,154 Sq. Ft. 307,966.00 135.02 2,250,000.00 25,958 Sq. Ft. 160,722.00 186 14,615.81 1,977,438.69 3,230,000.00 1.27 77.20% 61.22% 30,333 Sq. Ft. 82.20 222,941.21 - ------------------------------------------------------------------------------------------------------------------------------------ 186.01 1,930,000.00 11,000 Sq. Ft. 143,246.50 186.02 1,300,000.00 19,333 Sq. Ft. 79,694.71 See Annex A-9 to the preliminary prospectus supplement for certain information relating to the U-haul Portfolio Loan and related Mortgaged Properties. </TABLE>
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 ANNEX A-6 DEBT SERVICE PAYMENT SCHEDULE FOR MONUMENT I AT WORLDGATE --------- <TABLE> LOAN PAY PERIOD Debt Service ($) LOAN PAY PERIOD Debt Service ($) ----------------------------- ------------------------------ ------------------------------ --------------------------- 1 185,217.50 61 227,447.57 2 191,391.42 62 227,447.57 3 191,391.42 63 227,447.57 4 185,217.50 64 227,447.57 5 191,391.42 65 227,447.57 6 185,217.50 66 227,447.57 7 191,391.42 67 227,447.57 8 191,391.42 68 227,447.57 9 172,869.67 69 227,447.57 10 191,391.42 70 234,866.87 11 185,217.50 71 234,866.87 12 191,391.42 72 234,866.87 13 185,217.50 73 234,866.87 14 191,391.42 74 234,866.87 15 191,391.42 75 234,866.87 16 185,217.50 76 234,866.87 17 191,391.42 77 234,866.87 18 185,217.50 78 234,866.87 19 191,391.42 79 234,866.87 20 191,391.42 80 234,866.87 21 172,869.67 81 234,866.87 22 191,391.42 82 242,471.64 23 185,217.50 83 242,471.64 24 191,391.42 84 242,471.64 25 206,257.89 85 242,471.64 26 206,257.89 86 242,471.64 27 206,257.89 87 242,471.64 28 206,257.89 88 242,471.64 29 206,257.89 89 242,471.64 30 206,257.89 90 242,471.64 31 206,257.89 91 242,471.64 32 206,257.89 92 242,471.64 33 206,257.89 93 242,471.64 34 213,147.44 94 250,266.54 35 213,147.44 95 250,266.54 36 213,147.44 96 250,266.54 37 213,147.44 97 250,266.54 38 213,147.44 98 250,266.54 39 213,147.44 99 250,266.54 40 213,147.44 100 250,266.54 41 213,147.44 101 250,266.54 42 213,147.44 102 250,266.54 43 213,147.44 103 250,266.54 44 213,147.44 104 250,266.54 45 213,147.44 105 250,266.54 46 220,209.24 106 258,256.31 47 220,209.24 107 258,256.31 48 220,209.24 108 258,256.31 49 220,209.24 109 258,256.31 50 220,209.24 110 258,256.31 51 220,209.24 111 258,256.31 52 220,209.24 112 258,256.31 53 220,209.24 113 258,256.31 54 220,209.24 114 258,256.31 55 220,209.24 115 258,256.31 56 220,209.24 116 258,256.31 57 220,209.24 117 258,256.31 58 227,447.57 118 266,445.82 59 227,447.57 119 266,445.82 60 227,447.57 120 36,766,445.82 </TABLE> [THIS PAGE INTENTIONALLY LEFT BLANK.] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 ANNEX A-7 DEBT SERVICE PAYMENT SCHEDULE FOR RAPP COLLINS WORLDWIDE --------- <TABLE> LOAN PAY PERIOD Debt Service ($) LOAN PAY PERIOD Debt Service ($) ------------------------------ ----------------------------- ------------------------------ ----------------------------- 1 61,253.42 48 81,998.75 2 61,253.42 49 81,998.75 3 59,277.50 50 81,998.75 4 61,253.42 51 81,998.75 5 59,277.50 52 81,998.75 6 61,253.42 53 81,998.75 7 61,253.42 54 81,998.75 8 55,325.67 55 81,998.75 9 61,253.42 56 81,998.75 10 59,277.50 57 81,998.75 11 61,253.42 58 81,998.75 12 59,277.50 59 81,998.75 13 61,253.42 60 81,998.75 14 61,253.42 61 81,998.75 15 59,277.50 62 81,998.75 16 61,253.42 63 81,998.75 17 59,277.50 64 81,998.75 18 61,253.42 65 81,998.75 19 61,253.42 66 81,998.75 20 55,325.67 67 81,998.75 21 61,253.42 68 81,998.75 22 59,277.50 69 81,998.75 23 61,253.42 70 81,998.75 24 59,277.50 71 81,998.75 25 61,253.42 72 81,998.75 26 61,253.42 73 81,998.75 27 59,277.50 74 81,998.75 28 61,253.42 75 81,998.75 29 59,277.50 76 81,998.75 30 61,253.42 77 81,998.75 31 74,346.32 78 81,998.75 32 74,346.32 79 81,998.75 33 74,346.32 80 81,998.75 34 74,346.32 81 81,998.75 35 81,998.75 82 81,998.75 36 81,998.75 83 81,998.75 37 81,998.75 84 81,998.75 38 81,998.75 85 81,998.75 39 81,998.75 86 81,998.75 40 81,998.75 87 81,998.75 41 81,998.75 88 81,998.75 42 81,998.75 89 81,998.75 43 81,998.75 90 81,998.75 44 81,998.75 91 81,998.75 45 81,998.75 92 81,998.75 46 81,998.75 93 81,998.75 47 81,998.75 94 12,081,998.75 </TABLE> [THIS PAGE INTENTIONALLY LEFT BLANK.] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 ANNEX A-8 DEBT SERVICE PAYMENT SCHEDULE FOR TOLLWAY OFFICE CENTER II --------- <TABLE> LOAN PAY PERIOD Debt Service ($) LOAN PAY PERIOD Debt Service ($) ------------------------------ ----------------------------- ------------------------------ ----------------------------- 1 94,418.25 48 119,313.01 2 94,418.25 49 119,313.01 3 91,372.50 50 119,313.01 4 94,418.25 51 119,313.01 5 91,372.50 52 123,798.46 6 94,418.25 53 123,798.46 7 94,418.25 54 123,798.46 8 85,281.00 55 123,798.46 9 94,418.25 56 123,798.46 10 91,372.50 57 123,798.46 11 94,418.25 58 123,798.46 12 91,372.50 59 123,798.46 13 94,418.25 60 123,798.46 14 94,418.25 61 123,798.46 15 91,372.50 62 123,798.46 16 94,418.25 63 123,798.46 17 91,372.50 64 128,283.91 18 94,418.25 65 128,283.91 19 94,418.25 66 128,283.91 20 85,281.00 67 128,283.91 21 94,418.25 68 128,283.91 22 91,372.50 69 128,283.91 23 94,418.25 70 128,283.91 24 91,372.50 71 128,283.91 25 101,371.20 72 128,283.91 26 101,371.20 73 128,283.91 27 101,371.20 74 128,283.91 28 110,342.10 75 128,283.91 29 110,342.10 76 132,769.36 30 110,342.10 77 132,769.36 31 110,342.10 78 132,769.36 32 110,342.10 79 132,769.36 33 110,342.10 80 132,769.36 34 110,342.10 81 132,769.36 35 110,342.10 82 132,769.36 36 110,342.10 83 132,769.36 37 110,342.10 84 132,769.36 38 110,342.10 85 132,769.36 39 110,342.10 86 132,769.36 40 119,313.01 87 132,769.36 41 119,313.01 88 132,769.36 42 119,313.01 89 132,769.36 43 119,313.01 90 132,769.36 44 119,313.01 91 132,769.36 45 119,313.01 92 137,254.81 46 119,313.01 93 137,254.81 47 119,313.01 94 18,637,254.81 </TABLE> [THIS PAGE INTENTIONALLY LEFT BLANK.]
<TABLE> WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C20 ANNEX A-9 CERTAIN INFORMATION REGARDING THE U-HAUL MORTGAGED PROPERTIES MORTGAGE LOAN LOAN GROUP NUMBER NUMBER PROPERTY NAME ADDRESS CITY - ------------------------------------------------------------------------------------------------------------------------------------ 87.00 1 U-Haul 3(1) Various Various 87.01 U-Haul Shea Stadium 3630 College Point Blvd Flushing 87.02 Spring U-Haul Center 1609 Spring Cypress Spring 87.03 U-Haul Center Pelham 2797 Pelham Parkway Pelham 87.04 U-Haul Ct Summer Av 5315 Summer Avenue Memphis 87.05 U-Haul St Petersburg 975 2Nd Ave South Saint Petersburg 87.06 U-Haul Ctr Sherwood 8621 Warden Road Sherwood 87.07 U-Haul Ctr Gresham 704 Ne Hogan Gresham 87.08 U-Haul Center Of Manchester 432 Oakland Street Manchester 87.09 U-Haul Somerville 151 Linwood St Somerville 87.10 U-Haul Rental East 3500 East Main St Columbus 87.11 U-Haul Ctr Holt Ave 831 E Holt Blvd Ontario 87.12 U-Haul Ct Bardstown 4128 Bardstown Rd Louisville 87.13 U-Haul Cumberland 135 Mendon Road Cumberland 87.14 U-Haul Center Page Avenue 9820 Page Avenue Overland 87.15 U-Haul Livernois&&7M 19797 Livernois Detroit 87.16 U-Haul Center Ben White 304 East Ben White Blvd Austin 87.17 U-Haul Center Of High Point 2908 N Main St High Point 87.18 U-Haul Ct South End 1415 S Detroit Toledo 87.19 U-Haul Of Reading 1647 N 5Th Street Reading 87.20 U-Haul Center Of Keene 199 Marlboro Street Keene 87.21 U-Haul Ct E Sprague E 14505 Sprague Ave Spokane 87.22 U-Haul Ct Of Aurora 1282 N Lake St Aurora 87.23 U-Haul Schenectady 2516 Hamburg St Schenectady 87.24 U-Haul Ct Sepulveda 8500 Sepulveda Blvd Sepulveda 87.25 U-Haul Metro Center 930 Tenth Ave Columbus 87.26 U-Haul Ct Eastgate 4111 Wabash Ave Terre Haute 87.27 U-Haul Ctr Of Provo 551 W Columbia Lane Provo 95.00 1 U-Haul 4(1) Various Various 95.01 U-Haul Roosevelt Bl 7750 Roosevelt Blvd Philadelphia North 95.02 U-Haul Center Valley Blvd 17959 Valley Blvd City Of Industry 95.03 U-Haul Westside Erie 1505 Pittsburgh Ave Erie 95.04 U-Haul Northeast Ex 2951 Ne Expressway Chamblee 95.05 U-Haul Andresen Road 2460 Ne Andresen Road Vancouver 95.06 U-Haul University Avenue 3650 Meadowbrook Ln Peoria 95.07 U-Haul Boulder Hwy 5316 Boulder Hwy Las Vegas 95.08 U-Haul Ctr Rutledge 4612 Rutledge Pike Knoxville 95.09 U-Haul Center Hempstead 450 Fulton Avenue Hempstead 95.10 U-Haul Ctr North Av 2949 North Ave Grand Junction 95.11 U-Haul N Charleston 2155 Credit Union Ln Charleston 95.12 U-Haul Apple Avenue 3587 Apple Ave Muskegon 95.13 U-Haul E Speedway 5533 E Speedway Blvd Tucson 95.14 U-Haul Ctr Sooner 700 E Lindsey Norman 95.15 U-Haul Ctr Baytown 2703 N Main Baytown 95.16 U-Haul Ct Southside 1500 Blizzard Dr Parkersburg 95.17 U-Haul Binghamton 113 Chenango Street Binghamton 95.18 U-Haul Ctr Columbia 29 Rt 66 East Columbia 95.19 U-Haul Ct Garland 902 W Walnut Garland 95.20 U-Haul Southwest 8716 1/2 L St Omaha 95.21 U-Haul Ct Lorain Rd 16515 Lorain Rd Cleveland 95.22 U-Haul Ctr Brockton 661 N Main St Brockton 95.23 U-Haul N Glenstone 1768 N Glenstone Springfield 95.24 U-Haul W Kellogg 3710 Mccormick Wichita 95.25 U-Haul Baseline Rd 5518 Baseline Rd Little Rock 95.26 U-Haul Ct Of Moscow W 2320 Pullman Rd Moscow 95.27 U-Haul Center Of Greensboro 911 W Lee Street Greensboro 96.00 1 U-Haul 5(1) Various Various 96.01 U-Haul Ctr Central Philadlphia 314-322 North 13Th St Philadelphia South 96.02 U-Haul Center Waverly Road 901 South Waverly Road Lansing 96.03 U-Haul 26Th And Indian School 2626 East Indian School R Phoenix 96.04 U-Haul Center Quail Springs 721 W Memorial Rd Oklahoma City 96.05 U-Haul Evanston 2125 Dempster Street Evanston 96.06 U-Haul Center La Brea 964 S La Brea Avenue Inglewood 96.07 U-Haul 34Th && Q 1613 34Th St Lubbock 96.08 U-Haul Roxborough 8300 Ridge Avenue Philadelphia North 96.09 U-Haul Hammond Sq 1915 Sw Railroad Ave Hammond 96.10 U-Haul Ctr Route 9 1275 Us Highway 9 North Old Bridge 96.11 U-Haul Clarksville 712 Providence Blvd Clarksville 96.12 U-Haul Center Ft Pierce 3626 South Federal Hwy Fort Pierce 96.13 U-Haul Huntington 85 East Jericho Tpke Huntington Station 96.14 U-Haul I-80&&Manawa 721 32Nd Ave Council Bluffs 96.15 U-Haul Ctr Gateway 1802 6Th Ave Se Decatur 96.16 U-Haul Center Garner 1702 Mechanical Blvd Garner 96.17 U-Haul Stuebner Air 12455 Stuebner Airline Road Houston 96.18 U-Haul Ct Alexis Rd 50 West Alexis Rd Toledo 96.19 U-Haul Chula Vista 99 N Fourth Avenue Chula Vista 96.20 U-Haul Glens Falls 112 Main St Queensbury 96.21 U-Haul Ct State St 2020 W State St Milwaukee 96.22 U-Haul Ctr Of Pearl 2203 Hwy 80 East Pearl 96.23 U-Haul Wade Hampton 529 Wade Hampton Bvd Greenville 96.24 U-Haul Jefferson Davis Highway 5210 Jefferson Davis Richmond 96.25 U-Haul National Rd 5900 National Rd Richmond 96.26 U-Haul New Britain 900 West Main St New Britain 96.27 U-Haul Ct Groes Ten 24875 Groesbeck Hwy Warren 100.00 1 U-Haul 6(1) Various Various 100.01 U-Haul Ctr Of Moreno Valley 23730 Sunnymead Blvd Moreno Valley 100.02 U-Haul Ctr Hamden 1685 Dixwell Ave Hamden 100.03 U-Haul Of Gardena 14206 S Van Ness Ave Gardena 100.04 U-Haul Ctr Edgewood 1651 Edgewood Ave Jacksonville 100.05 U-Haul Norristown 1305 West Main Street Norristown 100.06 U-Haul Leominster 207 Central Street St. Rt. 12 Leominster 100.07 U-Haul Center Midtown 740 Erie Blvd East Syracuse 100.08 U-Haul Chinden Blvd 8151 West Chinden Blvd Boise 100.09 U-Haul 24Th & Mcdowel 2345 E Mcdowell Road Phoenix 100.10 U-Haul Ctr Of Janaf 5609 Raby Road Norfolk 100.11 U-Haul Ctr Central 6401 Central Ne Albuquerque 100.12 U-Haul Appleton 7677 W Appleton Avenue Milwaukee 100.13 U-Haul East Side 5010 Buffalo Rd Erie 100.14 U-Haul Canyon&&Wester 5316 Canyon Dr Amarillo 100.15 U-Haul Hillwood Pla 3741 Annex Avenue Nashville 100.16 U-Haul Burlingame 2720 Burlingame Sw Wyoming 100.17 U-Haul Center Capital Blvd 3001 Capital Blvd Raleigh 100.18 U-Haul Ct Red Bluff 3536 Red Bluff Road Pasadena 100.19 U-Haul Center Riverside Riverside St @ Us 41 Evansville 100.20 U-Haul Broadway Ave 160 Broadway Ave Bedford 100.21 U-Haul Center Duluth 4723 Miller Trunk Hy Hermantown 100.22 U-Haul Center Of West Babylon 451 Sunrise Highway Babylon 100.23 U-Haul Center Main Street 1206 North Main Street Bloomington 100.24 U-Haul Southside 3101 Sw 29Th Oklahoma City 100.25 U-Haul Montgomery H 1402 Montgomery Hwy Dothan 100.26 U-Haul Center Pass Road 1132 Pass Road Gulfport 100.27 U-Haul Spartanburg 345 Whitney Road Spartanburg 101.00 1 U-Haul 7(1) Various Various 101.01 Woodlake U-Haul Center 6745 Fm 78 San Antonio 101.02 U-Haul Center Kingwood 22250 Highway 59 Kingwood 101.03 U-Haul Center Of Ashley Road 1530 Ashley Rd Charlotte 101.04 U-Haul White Plains 1 Virginia Road White Plains 101.05 U-Haul Ct Chelteham 7400 Ogontz Ave Philadelphia North 101.06 U-Haul Portsmouth 400 Us Hwy 1 Byp Portsmouth 101.07 U-Haul Ct Of Mather 10161 Mills Station Sacramento 101.08 U-Haul Wyoming Valley 231 Mundy Street Wilkes-Barre 101.09 U-Haul Tara Blvd 7308 Tara Blvd Jonesboro 101.10 U-Haul Center Midtown 75 Division Street Danbury 101.11 U-Haul Midway Rental 41215 N Ridge Rd Elyria 101.12 U-Haul New Utrecht 6615 New Utrecht Ave Brooklyn 101.13 U-Haul Ctr 5Th Ave 1314 E 5Th Ave Columbus 101.14 U-Haul Idaho Falls 1091 Northgate Idaho Falls 101.15 U-Haul Ctr Midway 15182 Beach Blvd Westminster 101.16 U-Haul Mcloughlin 14310 Se Mcloughlin Blv Milwaukie 101.17 U-Haul 7 Mi Van Dyk 8055 E 7 Mile Rd Detroit 101.18 U-Haul Bowling Green 1817 Campbell Ln Bowling Green 101.19 U-Haul Center Southeast 7107 Hawn Freeway Dallas 101.20 U-Haul Fall River 1030 Pleasant Street Fall River 101.21 U-Haul Ct Mile High 2000 West Colfax Denver 101.22 U-Haul Center Calumet 822 - 165Th Street Hammond 101.23 U-Haul Center Bremerton 2804 Kitsap Way Bremerton 101.24 U-Haul Ct N Watkins 2722 N Watkins Memphis 101.25 U-Haul Cape Girard 740 South Kings Highway Cape Girardeau 101.26 U-Haul Ctr Ft Smith 2205 Towson Ave Fort Smith 108.00 1 U-Haul 8(1) Various Various 108.01 U-Haul Grand Concourse 383 Grand Concourse Bronx 108.02 U-Haul Center Lafayette 3700 Ambassador Caffrey Lafayette 108.03 U-Haul Capitol Ave 755 Capitol Ave Hartford 108.04 U-Haul South Centra 11020 S Vermont Ave Los Angeles 108.05 U-Haul Center Eastside 22 Atlas Court Madison 108.06 U-Haul Castleton 7027 E 86Th St Indianapolis 108.07 U-Haul Overbrook 6141 Lancaster Ave Philadelphia 108.08 U-Haul Ct Broad St 1589 Broad Street Augusta 108.09 U-Haul Ctr Barstow 800 E Main St Barstow 108.10 U-Haul Center Seven Hill 1760 Park Ave Lynchburg 108.11 U-Haul South Shore 1650 E 71St Street Chicago South 108.12 U-Haul Ctr Colonie 2043-45 Central Ave Albany 108.13 U-Haul Ctr Madison 121 Moving Center Ct Madison 108.14 U-Haul W Columbia 400 Orchard Rd West Columbia 108.15 U-Haul Western Ave 47 Western Ave Augusta 108.16 U-Haul Plainfield 243 E 2Nd St Plainfield 108.17 U-Haul Ct Joy Road 19001 Joy Road Detroit 108.18 U-Haul Center North County 12060 Lusher Road Saint Louis 108.19 U-Haul Ct Jonesboro 1700 Stadium Blvd Jonesboro 108.20 U-Haul Winters Frwy 826 S Clack Street Abilene 108.21 U-Haul Center Mesa Road 8801 Mesa Road Houston 108.22 U-Haul Erie && High 25 S Erie Blvd Hamilton 108.23 U-Haul East Lake 7733 First Ave North Birmingham 108.24 U-Haul Ct Lima Mall 1608 Elida Road Lima 108.25 U-Haul Center Third Street 508 North Third Street Wilmington 108.26 U-Haul Of Lebanon 1440 Cumberland St Lebanon 108.27 U-Haul Mobile Hwy 4921 Mobile Hwy Pensacola </TABLE> <TABLE> CROSS MORTGAGE COLLATERALIZED AND MORTGAGE GENERAL SPECIFIC CUT-OFF DATE % OF AGGREGATE LOAN CROSS DEFAULTED LOAN PROPERTY PROPERTY ORIGINAL LOAN LOAN BALANCE CUT-OFF DATE NUMBER STATE ZIP CODE LOAN FLAG SELLER TYPE TYPE BALANCE ($) ($) BALANCE - ------------------------------------------------------------------------------------------------------------------------------------ 87.00 Various Various U-Haul Portfolio CWCapital Self Storage Self Storage 8,829,821.41 8,817,464.15 0.24% 87.01 NY 11354 Self Storage Self Storage 2,155,918.50 87.02 TX 77388 Self Storage Self Storage 702,328.69 87.03 AL 35124 Self Storage Self Storage 679,611.19 87.04 TN 38122 Self Storage Self Storage 416,063.62 87.05 FL 33705 Self Storage Self Storage 361,451.81 87.06 AR 72120 Self Storage Self Storage 351,719.81 87.07 OR 97030 Self Storage Self Storage 337,848.94 87.08 CT 06040 Self Storage Self Storage 337,234.31 87.09 MA 02143 Self Storage Self Storage 328,880.25 87.10 OH 43213 Self Storage Self Storage 294,629.06 87.11 CA 91764 Self Storage Self Storage 270,784.31 87.12 KY 40218 Self Storage Self Storage 243,574.31 87.13 RI 02864 Self Storage Self Storage 242,824.69 87.14 MO 63132 Self Storage Self Storage 242,360.81 87.15 MI 48221 Self Storage Self Storage 222,729.56 87.16 TX 78704 Self Storage Self Storage 164,508.94 87.17 NC 27265 Self Storage Self Storage 162,693.75 87.18 OH 43614 Self Storage Self Storage 154,132.69 87.19 PA 19601 Self Storage Self Storage 153,478.88 87.20 NH 03431 Self Storage Self Storage 147,114.19 87.21 WA 99216 Self Storage Self Storage 144,363.19 87.22 IL 60505 Self Storage Self Storage 127,425.75 87.23 NY 12303 Self Storage Self Storage 126,332.81 87.24 CA 91343 Self Storage Self Storage 125,193.75 87.25 GA 31901 Self Storage Self Storage 114,734.25 87.26 IN 47803 Self Storage Self Storage 111,013.12 87.27 UT 84604 Self Storage Self Storage 110,870.25 95.00 Various Various U-Haul Portfolio CWCapital Self Storage Self Storage 7,610,448.19 7,599,797.44 0.21% 95.01 PA 19152 Self Storage Self Storage 1,073,783.44 95.02 CA 91744 Self Storage Self Storage 890,902.50 95.03 PA 16505 Self Storage Self Storage 624,528.94 95.04 GA 30341 Self Storage Self Storage 425,011.50 95.05 WA 98661 Self Storage Self Storage 356,297.44 95.06 IL 61604 Self Storage Self Storage 301,395.94 95.07 NV 89122 Self Storage Self Storage 297,511.88 95.08 TN 37914 Self Storage Self Storage 273,126.56 95.09 NY 11550 Self Storage Self Storage 244,754.62 95.10 CO 81504 Self Storage Self Storage 239,183.62 95.11 SC 29406 Self Storage Self Storage 234,013.12 95.12 MI 49442 Self Storage Self Storage 231,091.31 95.13 AZ 85712 Self Storage Self Storage 226,391.44 95.14 OK 73071 Self Storage Self Storage 212,492.06 95.15 TX 77521 Self Storage Self Storage 205,969.31 95.16 WV 26101 Self Storage Self Storage 199,109.25 95.17 NY 13901 Self Storage Self Storage 197,759.06 95.18 CT 06237 Self Storage Self Storage 167,097.75 95.19 TX 75040 Self Storage Self Storage 165,318.75 95.20 NE 68056 Self Storage Self Storage 160,861.50 95.21 OH 44111 Self Storage Self Storage 158,773.31 95.22 MA 02301 Self Storage Self Storage 156,073.87 95.23 MO 65803 Self Storage Self Storage 152,387.25 95.24 KS 67213 Self Storage Self Storage 128,085.94 95.25 AR 72209 Self Storage Self Storage 125,609.63 95.26 ID 83843 Self Storage Self Storage 116,026.50 95.27 NC 27403 Self Storage Self Storage 46,891.69 96.00 Various Various U-Haul Portfolio CWCapital Self Storage Self Storage 7,529,684.44 7,519,146.71 0.21% 96.01 PA 19107 Self Storage Self Storage 895,776.37 96.02 MI 48917 Self Storage Self Storage 787,184.44 96.03 AZ 85016 Self Storage Self Storage 656,419.69 96.04 OK 73114 Self Storage Self Storage 589,212.19 96.05 IL 60201 Self Storage Self Storage 428,184.75 96.06 CA 90301 Self Storage Self Storage 401,936.25 96.07 TX 79411 Self Storage Self Storage 300,912.94 96.08 PA 19128 Self Storage Self Storage 258,533.25 96.09 LA 70403 Self Storage Self Storage 251,970.19 96.10 NJ 08857 Self Storage Self Storage 248,481.00 96.11 TN 37042 Self Storage Self Storage 246,340.50 96.12 FL 34982 Self Storage Self Storage 242,055.19 96.13 NY 11746 Self Storage Self Storage 232,437.56 96.14 IA 51501 Self Storage Self Storage 228,827.25 96.15 AL 35601 Self Storage Self Storage 189,454.12 96.16 NC 27529 Self Storage Self Storage 181,090.69 96.17 TX 77014 Self Storage Self Storage 176,421.37 96.18 OH 43612 Self Storage Self Storage 170,065.31 96.19 CA 91910 Self Storage Self Storage 161,864.62 96.20 NY 12801 Self Storage Self Storage 146,981.06 96.21 WI 53233 Self Storage Self Storage 145,059.19 96.22 MS 39208 Self Storage Self Storage 129,639.75 96.23 SC 29609 Self Storage Self Storage 121,994.62 96.24 VA 23234 Self Storage Self Storage 110,784.57 96.25 IN 47374 Self Storage Self Storage 86,192.44 96.26 CT 06053 Self Storage Self Storage 85,393.50 96.27 MI 48089 Self Storage Self Storage 56,471.62 100.00 Various Various U-Haul Portfolio CWCapital Self Storage Self Storage 7,208,076.20 7,197,988.56 0.20% 100.01 CA 92553 Self Storage Self Storage 834,174.38 100.02 CT 06514 Self Storage Self Storage 690,074.81 100.03 CA 90249 Self Storage Self Storage 581,865.75 100.04 FL 32208 Self Storage Self Storage 394,845.94 100.05 PA 19401 Self Storage Self Storage 389,350.13 100.06 MA 01453 Self Storage Self Storage 321,855.00 100.07 NY 13210 Self Storage Self Storage 321,149.81 100.08 ID 83704 Self Storage Self Storage 300,809.44 100.09 AZ 85006 Self Storage Self Storage 285,901.87 100.10 VA 23502 Self Storage Self Storage 274,333.13 100.11 NM 87108 Self Storage Self Storage 245,477.81 100.12 WI 53222 Self Storage Self Storage 237,349.87 100.13 PA 16510 Self Storage Self Storage 237,281.62 100.14 TX 79109 Self Storage Self Storage 232,263.00 100.15 TN 37209 Self Storage Self Storage 211,101.00 100.16 MI 49509 Self Storage Self Storage 209,958.37 100.17 NC 27604 Self Storage Self Storage 205,294.69 100.18 TX 77503 Self Storage Self Storage 204,383.25 100.19 IN 47714 Self Storage Self Storage 179,850.37 100.20 OH 44148 Self Storage Self Storage 161,666.81 100.21 MN 55811 Self Storage Self Storage 157,762.87 100.22 NY 11704 Self Storage Self Storage 127,112.44 100.23 IL 61701 Self Storage Self Storage 117,317.25 100.24 OK 73119 Self Storage Self Storage 98,030.81 100.25 AL 36303 Self Storage Self Storage 85,247.81 100.26 MS 39501 Self Storage Self Storage 77,497.69 100.27 SC 29303 Self Storage Self Storage 26,120.25 101.00 Various Various U-Haul Portfolio CWCapital Self Storage Self Storage 7,167,695.26 7,157,664.13 0.20% 101.01 TX 78244 Self Storage Self Storage 581,951.06 101.02 TX 77339 Self Storage Self Storage 573,118.69 101.03 NC 28208 Self Storage Self Storage 542,518.69 101.04 NY 10603 Self Storage Self Storage 480,396.75 101.05 PA 19138 Self Storage Self Storage 418,671.00 101.06 NH 03801 Self Storage Self Storage 383,258.25 101.07 CA 95827 Self Storage Self Storage 373,778.06 101.08 PA 18702 Self Storage Self Storage 366,212.06 101.09 GA 30236 Self Storage Self Storage 353,229.00 101.10 CT 06810 Self Storage Self Storage 323,718.75 101.11 OH 44035 Self Storage Self Storage 312,961.50 101.12 NY 11219 Self Storage Self Storage 289,782.00 101.13 OH 43219 Self Storage Self Storage 246,677.62 101.14 ID 83401 Self Storage Self Storage 246,350.81 101.15 CA 92683 Self Storage Self Storage 238,161.00 101.16 OR 97267 Self Storage Self Storage 194,592.19 101.17 MI 48234 Self Storage Self Storage 180,504.37 101.18 KY 42104 Self Storage Self Storage 155,008.12 101.19 TX 75217 Self Storage Self Storage 154,057.13 101.20 MA 02723 Self Storage Self Storage 150,173.81 101.21 CO 80204 Self Storage Self Storage 145,030.69 101.22 IN 46324 Self Storage Self Storage 120,290.62 101.23 WA 98310 Self Storage Self Storage 99,131.44 101.24 TN 38127 Self Storage Self Storage 84,621.37 101.25 MO 63701 Self Storage Self Storage 79,642.31 101.26 AR 72901 Self Storage Self Storage 73,857.94 108.00 Various Various U-Haul Portfolio CWCapital Self Storage Self Storage 6,654,274.50 6,644,961.91 0.18% 108.01 NY 10451 Self Storage Self Storage 846,231.19 108.02 LA 70503 Self Storage Self Storage 513,497.81 108.03 CT 06106 Self Storage Self Storage 440,960.06 108.04 CA 90044 Self Storage Self Storage 406,203.94 108.05 WI 53714 Self Storage Self Storage 361,769.44 108.06 IN 46250 Self Storage Self Storage 347,225.62 108.07 PA 19151 Self Storage Self Storage 292,315.87 108.08 GA 30909 Self Storage Self Storage 289,774.31 108.09 CA 92311 Self Storage Self Storage 265,772.81 108.10 VA 24501 Self Storage Self Storage 264,120.57 108.11 IL 60649 Self Storage Self Storage 248,279.44 108.12 NY 12205 Self Storage Self Storage 237,382.12 108.13 TN 37115 Self Storage Self Storage 232,889.25 108.14 SC 77014 Self Storage Self Storage 225,937.69 108.15 ME 04330 Self Storage Self Storage 197,049.94 108.16 NJ 07060 Self Storage Self Storage 194,918.82 108.17 MI 48228 Self Storage Self Storage 191,229.37 108.18 MO 63138 Self Storage Self Storage 163,565.44 108.19 AR 72401 Self Storage Self Storage 161,158.50 108.20 TX 79605 Self Storage Self Storage 142,925.81 108.21 TX 77028 Self Storage Self Storage 129,191.44 108.22 OH 45011 Self Storage Self Storage 119,208.94 108.23 AL 35206 Self Storage Self Storage 91,383.00 108.24 OH 45805 Self Storage Self Storage 81,245.06 108.25 NC 28401 Self Storage Self Storage 75,902.44 108.26 PA 17042 Self Storage Self Storage 70,223.07 108.27 FL 32506 Self Storage Self Storage 63,912.56 </TABLE> <TABLE> INTEREST MORTGAGE % OF AGGREGATE % OF AGGREGATE MATURITY LOAN INTEREST ACCURAL LOAN CUT-OFF DATE CUT-OFF DATE ORIGINATION FIRST PAY DATE OR MORTGAGE ADMINISTRATIVE ACCRUAL METHOD NUMBER GROUP 1 BALANCE GROUP 2 BALANCE DATE DATE ARD RATE COST RAT METHOD DURING IO - ------------------------------------------------------------------------------------------------------------------------------------ 87.00 0.26% 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 87.01 87.02 87.03 87.04 87.05 87.06 87.07 87.08 87.09 87.10 87.11 87.12 87.13 87.14 87.15 87.16 87.17 87.18 87.19 87.20 87.21 87.22 87.23 87.24 87.25 87.26 87.27 95.00 0.23% 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 95.01 95.02 95.03 95.04 95.05 95.06 95.07 95.08 95.09 95.10 95.11 95.12 95.13 95.14 95.15 95.16 95.17 95.18 95.19 95.20 95.21 95.22 95.23 95.24 95.25 95.26 95.27 96.00 0.22% 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 96.01 96.02 96.03 96.04 96.05 96.06 96.07 96.08 96.09 96.10 96.11 96.12 96.13 96.14 96.15 96.16 96.17 96.18 96.19 96.20 96.21 96.22 96.23 96.24 96.25 96.26 96.27 100.00 0.22% 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 100.01 100.02 100.03 100.04 100.05 100.06 100.07 100.08 100.09 100.10 100.11 100.12 100.13 100.14 100.15 100.16 100.17 100.18 100.19 100.20 100.21 100.22 100.23 100.24 100.25 100.26 100.27 101.00 0.21% 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 101.01 101.02 101.03 101.04 101.05 101.06 101.07 101.08 101.09 101.10 101.11 101.12 101.13 101.14 101.15 101.16 101.17 101.18 101.19 101.20 101.21 101.22 101.23 101.24 101.25 101.26 108.00 0.20% 06/08/05 08/01/05 07/01/15 5.5200% 0.03045% Actual/360 108.01 108.02 108.03 108.04 108.05 108.06 108.07 108.08 108.09 108.10 108.11 108.12 108.13 108.14 108.15 108.16 108.17 108.18 108.19 108.20 108.21 108.22 108.23 108.24 108.25 108.26 108.27 </TABLE> <TABLE> MATURITY ORIGINAL REMAINING ORIGINAL DATE OR MORTGAGE TERM TO TERM TO AMORT REMAINING ARD LOAN MATURITY OR MATURITY OR REMAINING IO TERM AMORT TERM MONTHLY P&I BALLOON ARD NUMBER ARD (MOS.) ARD (MOS.) PERIOD (MOS.) (MOS.) (MOS.) PAYMENTS ($) BALANCE ($) LOAN PREPAYMENT PROVISIONS - ------------------------------------------------------------------------------------------------------------------------------------ 87.00 120 119 300 299 54,328.34 6,749,368.34 N L(25),D(88),O(7) 87.01 87.02 87.03 87.04 87.05 87.06 87.07 87.08 87.09 87.10 87.11 87.12 87.13 87.14 87.15 87.16 87.17 87.18 87.19 87.20 87.21 87.22 87.23 87.24 87.25 87.26 87.27 95.00 120 119 300 299 46,825.75 5,817,299.77 N L(25),D(88),O(7) 95.01 95.02 95.03 95.04 95.05 95.06 95.07 95.08 95.09 95.10 95.11 95.12 95.13 95.14 95.15 95.16 95.17 95.18 95.19 95.20 95.21 95.22 95.23 95.24 95.25 95.26 95.27 96.00 120 119 300 299 46,328.83 5,755,565.30 N L(25),D(88),O(7) 96.01 96.02 96.03 96.04 96.05 96.06 96.07 96.08 96.09 96.10 96.11 96.12 96.13 96.14 96.15 96.16 96.17 96.18 96.19 96.20 96.21 96.22 96.23 96.24 96.25 96.26 96.27 100.00 120 119 300 299 44,350.03 5,509,733.32 N L(25),D(88),O(7) 100.01 100.02 100.03 100.04 100.05 100.06 100.07 100.08 100.09 100.10 100.11 100.12 100.13 100.14 100.15 100.16 100.17 100.18 100.19 100.20 100.21 100.22 100.23 100.24 100.25 100.26 100.27 101.00 120 119 300 299 44,101.57 5,478,866.81 N L(25),D(88),O(7) 101.01 101.02 101.03 101.04 101.05 101.06 101.07 101.08 101.09 101.10 101.11 101.12 101.13 101.14 101.15 101.16 101.17 101.18 101.19 101.20 101.21 101.22 101.23 101.24 101.25 101.26 108.00 120 119 300 299 40,942.58 5,086,416.54 N L(25),D(88),O(7) 108.01 108.02 108.03 108.04 108.05 108.06 108.07 108.08 108.09 108.10 108.11 108.12 108.13 108.14 108.15 108.16 108.17 108.18 108.19 108.20 108.21 108.22 108.23 108.24 108.25 108.26 108.27 </TABLE> <TABLE> CUT-OFF LTV MORTGAGE DATE RATIO AT CUT-OFF DATE LOAN APPRAISED APPRAISAL DSCR LTV MATURITY YEAR YEAR NUMBER UNIT OF LOAN AMOUNT OCCUPANCY NUMBER VALUE ($) DATE (X) RATIO OR ARD BUILT RENOVATED OF UNITS MEASURE PER (UNIT) ($) RATE - ------------------------------------------------------------------------------------------------------------------------------------ 87.00 64,220,000 Various 1.42 73.99% 56.63% Various 581,065 Sq. Ft. 70.15 84.34% 87.01 15,900,000 1928 57,878 Sq. Ft. 88.00% 87.02 5,340,000 1985 40,400 Sq. Ft. 80.30% 87.03 5,000,000 2001 60,847 Sq. Ft. 76.80% 87.04 2,850,000 1983 38,775 Sq. Ft. 68.80% 87.05 3,000,000 1958 25,809 Sq. Ft. 98.10% 87.06 2,275,000 1972 / 1984 / 2002 44,260 Sq. Ft. 85.10% 87.07 2,410,000 1958 25,811 Sq. Ft. 96.20% 87.08 2,400,000 1969 15,850 Sq. Ft. 77.80% 87.09 2,160,000 1941 14,067 Sq. Ft. 79.80% 87.10 1,970,000 1987 / 1991 25,039 Sq. Ft. 93.60% 87.11 1,860,000 1970 17,543 Sq. Ft. 86.80% 87.12 1,730,000 1978 19,750 Sq. Ft. 86.10% 87.13 1,740,000 1950 12,979 Sq. Ft. 76.30% 87.14 1,900,000 1980 18,607 Sq. Ft. 93.40% 87.15 1,470,000 1945 17,160 Sq. Ft. 93.20% 87.16 1,270,000 1978 13,480 Sq. Ft. 91.00% 87.17 1,175,000 1993 17,350 Sq. Ft. 84.80% 87.18 1,050,000 1953 / 2002 13,295 Sq. Ft. 69.70% 87.19 1,140,000 1978 13,500 Sq. Ft. 95.50% 87.20 1,040,000 1960 11,185 Sq. Ft. 75.20% 87.21 1,050,000 1981 16,858 Sq. Ft. 92.10% 87.22 1,100,000 1960 9,875 Sq. Ft. 84.50% 87.23 980,000 1985 10,860 Sq. Ft. 87.50% 87.24 800,000 1966 2,916 Sq. Ft. 95.90% 87.25 780,000 1963 12,450 Sq. Ft. 87.30% 87.26 970,000 1980 16,725 Sq. Ft. 83.10% 87.27 860,000 1977 7,796 Sq. Ft. 57.40% 95.00 54,150,000 Various 1.42 73.99% 56.63% Various 630,635 Sq. Ft. 70.15 82.06% 95.01 7,525,000 1999 43,150 Sq. Ft. 88.30% 95.02 6,610,000 1968 58,425 Sq. Ft. 91.60% 95.03 4,275,000 1969 77,028 Sq. Ft. 74.40% 95.04 2,975,000 1978 / 1994 23,600 Sq. Ft. 91.00% 95.05 2,370,000 1960 22,895 Sq. Ft. 96.50% 95.06 2,225,000 1980 26,550 Sq. Ft. 73.50% 95.07 2,000,000 1980 20,819 Sq. Ft. 89.30% 95.08 2,000,000 1982 / 1992 21,744 Sq. Ft. 79.40% 95.09 2,000,000 1953 11,689 Sq. Ft. 90.00% 95.10 1,100,000 1979 1999 20,950 Sq. Ft. 90.80% 95.11 1,525,000 1990 15,020 Sq. Ft. 90.20% 95.12 2,100,000 1979 29,150 Sq. Ft. 87.60% 95.13 860,000 1980 8,425 Sq. Ft. 93.20% 95.14 1,500,000 1968 / 1995 28,786 Sq. Ft. 69.50% 95.15 1,350,000 1980 23,200 Sq. Ft. 71.80% 95.16 1,290,000 1960 - 1994 27,125 Sq. Ft. 79.40% 95.17 1,580,000 1887 / 1960 1965 15,859 Sq. Ft. 84.00% 95.18 1,200,000 1966 13,550 Sq. Ft. 72.50% 95.19 1,130,000 1993 15,800 Sq. Ft. 91.10% 95.20 1,140,000 1969 12,655 Sq. Ft. 88.60% 95.21 1,140,000 1950 13,800 Sq. Ft. 80.60% 95.22 1,100,000 1964 12,245 Sq. Ft. 66.30% 95.23 1,100,000 1980 15,050 Sq. Ft. 93.00% 95.24 1,200,000 1970 21,897 Sq. Ft. 62.40% 95.25 1,550,000 1980 - 1985 25,789 Sq. Ft. 76.10% 95.26 830,000 1980 15,920 Sq. Ft. 76.90% 95.27 475,000 1954 9,514 Sq. Ft. 78.20% 96.00 52,609,000 Various 1.42 73.99% 56.63% Various 593,962 Sq. Ft. 70.15 82.24% 96.01 5,925,000 1927 1996 47,100 Sq. Ft. 85.10% 96.02 5,700,000 1975 57,530 Sq. Ft. 82.80% 96.03 3,500,000 1986 1987 22,225 Sq. Ft. 89.10% 96.04 4,200,000 1997 49,125 Sq. Ft. 87.50% 96.05 3,650,000 1940 26,354 Sq. Ft. 82.90% 96.06 2,800,000 1946 13,560 Sq. Ft. 96.30% 96.07 1,420,000 1959 25,867 Sq. Ft. 74.60% 96.08 1,775,000 1970 8,425 Sq. Ft. 92.60% 96.09 1,800,000 1982 / 1994 38,350 Sq. Ft. 87.80% 96.10 1,800,000 1972 14,700 Sq. Ft. 85.90% 96.11 1,600,000 1960 / 1975 23,122 Sq. Ft. 85.10% 96.12 1,500,000 1994 13,161 Sq. Ft. 95.90% 96.13 2,000,000 1965 15,350 Sq. Ft. 69.70% 96.14 1,450,000 1965 - 1969 21,258 Sq. Ft. 91.20% 96.15 1,420,000 1968 / 1999 30,818 Sq. Ft. 79.60% 96.16 1,260,000 1990 29,200 Sq. Ft. 62.50% 96.17 1,240,000 1981 23,200 Sq. Ft. 72.50% 96.18 1,370,000 1973 28,650 Sq. Ft. 73.50% 96.19 1,100,000 1978 7,215 Sq. Ft. 86.00% 96.20 1,330,000 1991 16,150 Sq. Ft. 84.80% 96.21 1,160,000 1967 1980 10,036 Sq. Ft. 95.60% 96.22 794,000 1980 13,600 Sq. Ft. 84.50% 96.23 1,225,000 1989 19,262 Sq. Ft. 69.60% 96.24 750,000 1965 12,200 Sq. Ft. 78.50% 96.25 770,000 1970 14,630 Sq. Ft. 81.10% 96.26 620,000 1947 6,072 Sq. Ft. 91.80% 96.27 450,000 1962 6,802 Sq. Ft. 77.00% 100.00 51,940,000 Various 1.42 73.99% 56.63% Various 508,366 Sq. Ft. 70.15 84.92% 100.01 5,570,000 2000 39,942 Sq. Ft. 91.30% 100.02 4,430,000 1940 32,926 Sq. Ft. 85.90% 100.03 3,900,000 1958 23,148 Sq. Ft. 97.20% 100.04 2,600,000 1974 / 1994 25,670 Sq. Ft. 93.90% 100.05 2,725,000 1960 1980 / 198 16,368 Sq. Ft. 85.60% 100.06 2,030,000 1950 / 1977 22,208 Sq. Ft. 66.30% 100.07 2,290,000 1960 24,189 Sq. Ft. 81.60% 100.08 1,580,000 1980 20,150 Sq. Ft. 90.80% 100.09 3,960,000 1985 1985 23,258 Sq. Ft. 90.10% 100.10 1,900,000 1975 17,325 Sq. Ft. 94.00% 100.11 1,470,000 1975 16,550 Sq. Ft. 94.20% 100.12 1,640,000 1963 15,615 Sq. Ft. 93.60% 100.13 1,650,000 1978 24,808 Sq. Ft. 88.50% 100.14 1,620,000 1978 28,160 Sq. Ft. 83.30% 100.15 1,600,000 1977 19,325 Sq. Ft. 79.60% 100.16 990,000 1975 10,240 Sq. Ft. 57.40% 100.17 2,375,000 1991 19,450 Sq. Ft. 75.00% 100.18 1,840,000 1979 32,200 Sq. Ft. 75.50% 100.19 1,450,000 1980 19,975 Sq. Ft. 78.00% 100.20 1,200,000 1954 7,687 Sq. Ft. 86.40% 100.21 900,000 1980 / 1984 9,178 Sq. Ft. 92.40% 100.22 1,100,000 1979 / 1992 5,719 Sq. Ft. 95.60% 100.23 770,000 1945 6,512 Sq. Ft. 81.60% 100.24 700,000 1978 15,390 Sq. Ft. 85.90% 100.25 550,000 1945 10,088 Sq. Ft. 85.10% 100.26 450,000 1968 9,771 Sq. Ft. 90.50% 100.27 650,000 1966 12,514 Sq. Ft. 67.50% 101.00 52,535,000 Various 1.42 73.99% 56.63% Various 544,006 Sq. Ft. 70.15 79.06% 101.01 4,280,000 1999 50,725 Sq. Ft. 78.30% 101.02 4,510,000 1982 34,600 Sq. Ft. 80.20% 101.03 3,825,000 1968 61,269 Sq. Ft. 61.60% 101.04 3,000,000 1963 13,936 Sq. Ft. 82.60% 101.05 2,775,000 1972 14,597 Sq. Ft. 94.10% 101.06 2,420,000 1960 / 1990 15,995 Sq. Ft. 92.70% 101.07 2,370,000 1980 18,475 Sq. Ft. 90.60% 101.08 2,425,000 1984 24,512 Sq. Ft. 95.20% 101.09 2,400,000 1974 23,867 Sq. Ft. 80.00% 101.10 2,130,000 1958 18,778 Sq. Ft. 73.20% 101.11 1,990,000 1970 - 1993 27,204 Sq. Ft. 83.20% 101.12 2,550,000 1931 9,254 Sq. Ft. 86.50% 101.13 3,480,000 1975 / 2003 44,213 Sq. Ft. 51.10% 101.14 1,780,000 1981 29,073 Sq. Ft. 85.50% 101.15 1,630,000 1983 14,206 Sq. Ft. 85.40% 101.16 1,330,000 1979 17,770 Sq. Ft. 93.40% 101.17 1,225,000 1969 13,178 Sq. Ft. 78.80% 101.18 1,050,000 1974 19,400 Sq. Ft. 85.50% 101.19 1,020,000 1979 17,053 Sq. Ft. 81.70% 101.20 1,280,000 1940 9,964 Sq. Ft. 78.40% 101.21 1,020,000 1928 15,521 Sq. Ft. 78.10% 101.22 1,000,000 1938 10,336 Sq. Ft. 98.10% 101.23 875,000 1981 7,488 Sq. Ft. 91.50% 101.24 950,000 1972 / 1979 13,088 Sq. Ft. 84.80% 101.25 550,000 1978 / 1984 9,350 Sq. Ft. 94.00% 101.26 670,000 1980 10,154 Sq. Ft. 72.70% 108.00 48,475,000 Various 1.42 73.99% 56.63% Various 558,315 Sq. Ft. 70.15 80.88% 108.01 6,200,000 1928 28,168 Sq. Ft. 79.50% 108.02 3,630,000 1996 54,875 Sq. Ft. 63.50% 108.03 3,000,000 1990 30,677 Sq. Ft. 73.90% 108.04 2,850,000 1965 18,428 Sq. Ft. 97.60% 108.05 2,520,000 1975 / 1987 / 2002 30,508 Sq. Ft. 80.30% 108.06 2,425,000 1991 38,300 Sq. Ft. 92.10% 108.07 2,000,000 1980 - 1996 14,962 Sq. Ft. 87.00% 108.08 2,000,000 1989 37,472 Sq. Ft. 76.30% 108.09 1,800,000 1967 15,524 Sq. Ft. 97.00% 108.10 2,100,000 1760 / 2002 34,028 Sq. Ft. 65.20% 108.11 1,700,000 1954 13,333 Sq. Ft. 98.30% 108.12 1,560,000 1993 19,750 Sq. Ft. 95.00% 108.13 1,520,000 1978 - 2000 20,825 Sq. Ft. 79.40% 108.14 1,825,000 1990 26,750 Sq. Ft. 74.60% 108.15 1,390,000 1966 10,113 Sq. Ft. 92.70% 108.16 1,560,000 1977 10,814 Sq. Ft. 87.60% 108.17 1,500,000 1953 20,648 Sq. Ft. 80.20% 108.18 1,100,000 1970 / 1990 13,125 Sq. Ft. 96.80% 108.19 1,300,000 1987 21,475 Sq. Ft. 89.20% 108.20 1,090,000 1979 16,285 Sq. Ft. 86.20% 108.21 960,000 1965 12,262 Sq. Ft. 82.60% 108.22 920,000 1981 - 1986 15,853 Sq. Ft. 71.40% 108.23 1,150,000 1953 16,328 Sq. Ft. 73.20% 108.24 550,000 1959 12,352 Sq. Ft. 82.70% 108.25 525,000 1948 5,700 Sq. Ft. 89.00% 108.26 750,000 1975 10,928 Sq. Ft. 79.60% 108.27 550,000 1962 8,832 Sq. Ft. 90.30% </TABLE> <TABLE> MORTGAGE MOST MOST UW UW NET LOAN OCCUPANCY MOST RECENT MOST RECENT RECENT RECENT UW REVENUES EXPENSES OPERATING NUMBER "AS OF" DATE MOST RECENT PERIOD REVENUES ($) EXPENSES ($) NOI ($) NCF ($) ($) ($) INCOME ($) - ------------------------------------------------------------------------------------------------------------------------------------ 87.00 03/31/05 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 25,500,234 87.01 03/31/05 87.02 03/31/05 87.03 03/31/05 87.04 03/31/05 87.05 03/31/05 87.06 03/31/05 87.07 03/31/05 87.08 03/31/05 87.09 03/31/05 87.10 03/31/05 87.11 03/31/05 87.12 03/31/05 87.13 03/31/05 87.14 03/31/05 87.15 03/31/05 87.16 03/31/05 87.17 03/31/05 87.18 03/31/05 87.19 03/31/05 87.20 03/31/05 87.21 03/31/05 87.22 03/31/05 87.23 03/31/05 87.24 03/31/05 87.25 03/31/05 87.26 03/31/05 87.27 03/31/05 95.00 03/31/05 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 25,500,234 95.01 03/31/05 95.02 03/31/05 95.03 03/31/05 95.04 03/31/05 95.05 03/31/05 95.06 03/31/05 95.07 03/31/05 95.08 03/31/05 95.09 03/31/05 95.10 03/31/05 95.11 03/31/05 95.12 03/31/05 95.13 03/31/05 95.14 03/31/05 95.15 03/31/05 95.16 03/31/05 95.17 03/31/05 95.18 03/31/05 95.19 03/31/05 95.20 03/31/05 95.21 03/31/05 95.22 03/31/05 95.23 03/31/05 95.24 03/31/05 95.25 03/31/05 95.26 03/31/05 95.27 03/31/05 96.00 03/31/05 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 25,500,234 96.01 03/31/05 96.02 03/31/05 96.03 03/31/05 96.04 03/31/05 96.05 03/31/05 96.06 03/31/05 96.07 03/31/05 96.08 03/31/05 96.09 03/31/05 96.10 03/31/05 96.11 03/31/05 96.12 03/31/05 96.13 03/31/05 96.14 03/31/05 96.15 03/31/05 96.16 03/31/05 96.17 03/31/05 96.18 03/31/05 96.19 03/31/05 96.20 03/31/05 96.21 03/31/05 96.22 03/31/05 96.23 03/31/05 96.24 03/31/05 96.25 03/31/05 96.26 03/31/05 96.27 03/31/05 100.00 03/31/05 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 25,500,234 100.01 03/31/05 100.02 03/31/05 100.03 03/31/05 100.04 03/31/05 100.05 03/31/05 100.06 03/31/05 100.07 03/31/05 100.08 03/31/05 100.09 03/31/05 100.10 03/31/05 100.11 03/31/05 100.12 03/31/05 100.13 03/31/05 100.14 03/31/05 100.15 03/31/05 100.16 03/31/05 100.17 03/31/05 100.18 03/31/05 100.19 03/31/05 100.20 03/31/05 100.21 03/31/05 100.22 03/31/05 100.23 03/31/05 100.24 03/31/05 100.25 03/31/05 100.26 03/31/05 100.27 03/31/05 101.00 03/31/05 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 25,500,234 101.01 03/31/05 101.02 03/31/05 101.03 03/31/05 101.04 03/31/05 101.05 03/31/05 101.06 03/31/05 101.07 03/31/05 101.08 03/31/05 101.09 03/31/05 101.10 03/31/05 101.11 03/31/05 101.12 03/31/05 101.13 03/31/05 101.14 03/31/05 101.15 03/31/05 101.16 03/31/05 101.17 03/31/05 101.18 03/31/05 101.19 03/31/05 101.20 03/31/05 101.21 03/31/05 101.22 03/31/05 101.23 03/31/05 101.24 03/31/05 101.25 03/31/05 101.26 03/31/05 108.00 03/31/05 Full Year ending 03-31-05 48,116,492 13,636,115 34,480,377 34,480,377 40,803,931 15,303,697 25,500,234 108.01 03/31/05 108.02 03/31/05 108.03 03/31/05 108.04 03/31/05 108.05 03/31/05 108.06 03/31/05 108.07 03/31/05 108.08 03/31/05 108.09 03/31/05 108.10 03/31/05 108.11 03/31/05 108.12 03/31/05 108.13 03/31/05 108.14 03/31/05 108.15 03/31/05 108.16 03/31/05 108.17 03/31/05 108.18 03/31/05 108.19 03/31/05 108.20 03/31/05 108.21 03/31/05 108.22 03/31/05 108.23 03/31/05 108.24 03/31/05 108.25 03/31/05 108.26 03/31/05 108.27 03/31/05 </TABLE> <TABLE> 2ND 2ND 2ND MORTGAGE UW NET LARGEST LARGEST LARGEST LARGEST LARGEST LARGEST LOAN CASH TENANT TENANT % TENANT EXP. TENANT TENANT % TENANT NUMBER FLOW ($) LARGEST TENANT NAME SQ. FT. OF NRA DATE 2ND LARGEST TENANT NAME SQ. FT. OF NRA EXP. DATE - ------------------------------------------------------------------------------------------------------------------------------------ 87.00 87.01 87.02 25,156,527 87.03 87.04 87.05 87.06 87.07 87.08 87.09 87.10 87.11 87.12 87.13 87.14 87.15 87.16 87.17 87.18 87.19 87.20 87.21 87.22 87.23 87.24 87.25 87.26 87.27 95.00 95.01 95.02 25,156,527 95.03 95.04 95.05 95.06 95.07 95.08 95.09 95.10 95.11 95.12 95.13 95.14 95.15 95.16 95.17 95.18 95.19 95.20 95.21 95.22 95.23 95.24 95.25 95.26 95.27 96.00 96.01 96.02 25,156,527 96.03 96.04 96.05 96.06 96.07 96.08 96.09 96.10 96.11 96.12 96.13 96.14 96.15 96.16 96.17 96.18 96.19 96.20 96.21 96.22 96.23 96.24 96.25 96.26 96.27 100.00 100.01 100.02 25,156,527 100.03 100.04 100.05 100.06 100.07 100.08 100.09 100.10 100.11 100.12 100.13 100.14 100.15 100.16 100.17 100.18 100.19 100.20 100.21 100.22 100.23 100.24 100.25 100.26 100.27 101.00 101.01 101.02 25,156,527 101.03 101.04 101.05 101.06 101.07 101.08 101.09 101.10 101.11 101.12 101.13 101.14 101.15 101.16 101.17 101.18 101.19 101.20 101.21 101.22 101.23 101.24 101.25 101.26 108.00 108.01 108.02 25,156,527 108.03 108.04 108.05 108.06 108.07 108.08 108.09 108.10 108.11 108.12 108.13 108.14 108.15 108.16 108.17 108.18 108.19 108.20 108.21 108.22 108.23 108.24 108.25 108.26 108.27 </TABLE> <TABLE> 3RD 3RD MORTGAGE LARGEST LARGEST 3RD LARGEST LOAN TENANT TENANT % TENANT LARGEST AFFILIATED SPONSOR FLAG NUMBER 3RD LARGEST TENANT NAME SQ. FT OF NRA EXP. DATE LOCKBOX (> THAN 4% OF POOL) - ------------------------------------------------------------------------------------------------------------------------------------ 87.00 87.01 87.02 87.03 87.04 Day 1 87.05 87.06 87.07 87.08 87.09 87.10 87.11 87.12 87.13 87.14 87.15 87.16 87.17 87.18 87.19 87.20 87.21 87.22 87.23 87.24 87.25 87.26 87.27 95.00 95.01 95.02 95.03 95.04 Day 1 95.05 95.06 95.07 95.08 95.09 95.10 95.11 95.12 95.13 95.14 95.15 95.16 95.17 95.18 95.19 95.20 95.21 95.22 95.23 95.24 95.25 95.26 95.27 96.00 96.01 96.02 96.03 96.04 Day 1 96.05 96.06 96.07 96.08 96.09 96.10 96.11 96.12 96.13 96.14 96.15 96.16 96.17 96.18 96.19 96.20 96.21 96.22 96.23 96.24 96.25 96.26 96.27 100.00 100.01 100.02 100.03 100.04 Day 1 100.05 100.06 100.07 100.08 100.09 100.10 100.11 100.12 100.13 100.14 100.15 100.16 100.17 100.18 100.19 100.20 100.21 100.22 100.23 100.24 100.25 100.26 100.27 101.00 101.01 101.02 101.03 101.04 Day 1 101.05 101.06 101.07 101.08 101.09 101.10 101.11 101.12 101.13 101.14 101.15 101.16 101.17 101.18 101.19 101.20 101.21 101.22 101.23 101.24 101.25 101.26 108.00 Day 1 108.01 108.02 108.03 108.04 108.05 108.06 108.07 108.08 108.09 108.10 108.11 108.12 108.13 108.14 108.15 108.16 108.17 108.18 108.19 108.20 108.21 108.22 108.23 108.24 108.25 108.26 108.27 (1) Six Mortgage Loans, representing 1.2% of the Cut-Off Date Pool Balance, are part of a split loan structure and the related pari passu companion loans are not included in the trust fund. With respect to these Mortgage Loans, unless otherwise specified, the calculations of LTV ratios, DSC ratios and Loan Amount per Unit were are based upon the aggregate indebtedness of these Mortgage Loans and the related pari passu companion loans. </TABLE>
ANNEX B <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 135 S. LaSalle Street Suite 1625 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 Chicago, IL 60603 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Administrator: ABN AMRO ACCT: XX-XXXX-XX-X Record Date: 8/31/2005 REPORTING PACKAGE TABLE OF CONTENTS Analyst: ==================================================================================================================================== =============================== ======================================================= ========================================= | Page(s) | Closing Date: 8/23/2005 Issue Id: WBCM5C20 | REMIC Certificate Report | First Payment Date: 9/16/2005 Monthly Data File Name: | Bond Interest Reconciliation | Assumed Final Payment Date: N/A WBCM5C20_YYYYMM_3.zip | Cash Reconciliation Summary | ======================================== =============================== | 15 Month Historical Loan Status Summary | | 15 Month Historical Payoff/Loss Summary | | Historical Collateral Level Prepayment Report | | Delinquent Loan Detail | | Mortgage Loan Characteristics | | Loan Level Detail | | Specially Serviced Report | | Modified Loan Detail | | Realized Loss Detail | | Appraisal Reduction Detail | =============================== ======================================================= ========================================= ==================================================================================================================================== PARTIES TO THE TRANSACTION - ------------------------------------------------------------------------------------------------------------------------------------ DEPOSITOR: Wachovia Commercial Mortgage Securities, Inc. UNDERWRITER: Wachovia Capital Markets, LLC, Deutsche Bank Securities, Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Nomura Securities International, Inc. MASTER SERVICER: Wachovia Bank, National Association SPECIAL SERVICER: CWCapital Asset Management LLC RATING AGENCY: Standard & Poor's Ratings Services/Moody's Investor Services, Fitch, Inc. ==================================================================================================================================== ==================================================================================================================================== INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES - ------------------------------------------------------------------------------------------------------------------------------------ LaSalle Web Site www.etrustee.net Servicer Website LaSalle Factor Line (800) 246-5761 ==================================================================================================================================== </TABLE> 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-1 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 WAC: COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 WA Life Term: SERIES 2005-C20 Prior Payment: N/A WA Amort Term: Next Payment: 10/17/2005 Current Index: Record Date: 8/31/2005 Next Index: ABN AMRO ACCT: XX-XXXX-XX-X REMIC CERTIFICATE REPORT </TABLE> <TABLE> ==================================================================================================================================== ORIGINAL | OPENING PRINCIPAL PRINCIPAL NEGATIVE | CLOSING INTEREST INTEREST PASS-THROUGH CLASS FACE VALUE (1)| BALANCE PAYMENT ADJ. OR LOSS AMORTIZATION | BALANCE PAYMENT (2) ADJUSTMENT RATE CUSIP Per 1,000 | Per 1,000 Per 1,000 Per 1,000 Per 1,000 | Per 1,000 Per 1,000 Per 1,000 Next Rate (3) - ----------------------|------------------------------------------------------|------------------------------------------------------ | | | | | | | | | | | | | | - ------------------------------------------------------------------------------------------------------------------------------------ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ==================================================================================================================================== Total P&I Payment 0.00 ======================== </TABLE> Notes: (1) N denotes notional balance not included in total (2) Accrued Interest plus/minus Interest Adjustment minus Deferred Interest equals Interest Payment (3) Estimated 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-2 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X BOND INTEREST RECONCILIATION </TABLE> ================================================================ | | | | | | | Accrual | | Accrued | ------------- | Pass Thru | Certificate Class | Method Days | Rate | Interest - ---------|-------------------|-----------------|---------------- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ---------- | | | 0.00 =============================================================== <TABLE> ======================================================================================================== Deductions | Additions - -----------------------------------------|-------------------------------------------------------------- Deferred & | Prior Int Accrual Prepay- Other Allocable Accretion Interest | Int. Short- on prior ment Interest PPIS Interest Loss/Exp | falls Due Shortfall (3) Penalties Proceeds (1) - -----------------------------------------|-------------------------------------------------------------- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - -------------------------------------------------------------------------------------------------------- 0.00 0.00 0.00 0.00 0.00 0.00 ======================================================================================================== </TABLE> <TABLE> ================================================================================= | | | Remaining | Distributable |Interest | Current Period| Outstanding | Credit Support Certificate | Payment | (Shortfall)/ | Interest |----------------------- Interest (2) | Amount | Recovery | Shortfalls | Original Current (4) - --------------------------------------------------------------------------------- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - --------------------------------------------------------- 0.00 0.00 0.00 ================================================================================= </TABLE> (1) Other Interest Proceeds are additional interest amounts specifically allocated to the bond(s) and used in determining the Distributable Interest of the bonds. (2) Accrued - Deductions + Additional Interest. (3) Where applicable. (4) Determined as follows: (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class and (ii) the ending balance of all classes which are not subordinate to the class divided by (A). 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-3 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X CASH RECONCILIATION SUMMARY </TABLE> <TABLE> ======================================================== ======================================================== - ----------------------------------------------------- -------------------------------------------------------- INTEREST SUMMARY PRINCIPAL SUMMARY - ----------------------------------------------------- -------------------------------------------------------- Current Scheduled Interest SCHEDULED PRINCIPAL: Less Deferred Interest -------------------- Less PPIS Reducing Scheduled Int Current Scheduled Principal Plus Gross Advance Interest Advanced Scheduled Principal Less ASER Interest Adv Reduction -------------------------------------------------------- Less Other Interest Not Advanced Scheduled Principal Less Other Adjustment -------------------------------------------------------- - ----------------------------------------------------- UNSCHEDULED PRINCIPAL: Total ---------------------- - ----------------------------------------------------- Curtailments UNSCHEDULED INTEREST: Advanced Scheduled Principal - ----------------------------------------------------- Liquidation Proceeds Prepayment Penalties Repurchase Proceeds Yield Maintenance Penalties Other Principal Proceeds Other Interest Proceeds -------------------------------------------------------- - ----------------------------------------------------- Total Unscheduled Principal Total -------------------------------------------------------- - ----------------------------------------------------- Remittance Principal Less Fees Paid to Servicer -------------------------------------------------------- Less Fee Strips Paid by Servicer Remittance P&I Due Trust - ----------------------------------------------------- -------------------------------------------------------- LESS FEES & EXPENSES PAID BY/TO SERVICER Remittance P&I Due Certs - ----------------------------------------------------- -------------------------------------------------------- Special Servicing Fees Workout Fees Liquidation Fees Interest Due Serv on Advances Non Recoverable Advances -------------------------------------------------------- Misc. Fees & Expenses POOL BALANCE SUMMARY - ----------------------------------------------------- -------------------------------------------------------- Plus Trustee Fees Paid by Servicer Balance Count - ----------------------------------------------------- -------------------------------------------------------- Total Unscheduled Fees & Expenses Beginning Pool - ----------------------------------------------------- Scheduled Principal Total Interest Due Trust Unscheduled Principal - ----------------------------------------------------- Deferred Interest LESS FEES & EXPENSES PAID BY/TO TRUST Liquidations - ----------------------------------------------------- Repurchases Trustee Fee -------------------------------------------------------- Fee Strips Ending Pool Misc. Fees -------------------------------------------------------- Interest Reserve Withholding Plus Interest Reserve Deposit - ----------------------------------------------------- Total - ----------------------------------------------------- Total Interest Due Certs - ----------------------------------------------------- ======================================================== - ------------------------------------------------------- SERVICING FEE SUMMARY - ------------------------------------------------------- Current Servicing Fees Plus Fees Advanced for PPIS Less Reduction for PPIS Plus Delinquent Servicing Fees - ------------------------------------------------------- Total Servicing Fees - ------------------------------------------------------- - ------------------------------------------------------- PPIS SUMMARY - ------------------------------------------------------- Gross PPIS Reduced by PPIE Reduced by Shortfalls in Fees Reduced by Other Amounts - ------------------------------------------------------- PPIS Reducing Scheduled Interest - ------------------------------------------------------- PPIS Reducing Servicing Fee - ------------------------------------------------------- PPIS Due Certificate - ------------------------------------------------------- - ------------------------------------------------------- ADVANCE SUMMARY (ADVANCE MADE BY SERVICER) - ------------------------------------------------------- Principal Interest - ------------------------------------------------------- Prior Outstanding Plus Current Period Less Recovered Less Non Recovered - ------------------------------------------------------- Ending Outstanding - ------------------------------------------------------- </TABLE> 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-4 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X ASSET BACKED FACTS ~15 MONTH HISTORICAL LOAN STATUS SUMMARY </TABLE> <TABLE> ================= ======================================================================================================= Delinquency Aging Categories ------------------------------------------------------------------------------------------------------- Delinq 1 Month Delinq 2 Months Delinq 3+ Months Foreclosure REO Distribution ------------------------------------------------------------------------------------------------------- Date # Balance # Balance # Balance # Balance # Balance ================ ======================================================================================================= 09/16/05 - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- - ---------------- ------------------------------------------------------------------------------------------------------- ================ ======================================================================================================= </TABLE> =============================================================== Special Event Categories (1) - --------------------------------------------------------------- Modifications Specially Serviced Bankruptcy - --------------------------------------------------------------- # Balance # Balance # Balance =============================================================== - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- - --------------------------------------------------------------- =============================================================== (1) Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category. 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-5 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X ASSET BACKED FACTS ~15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY </TABLE> <TABLE> ==================================================================================================================================== Ending Pool (1) Payoffs (2) Penalties Appraisal Reduct. (2) Liquidations (2) Realized Losses (2) Distribution ---------------------------------------------------------------------------------------------------------------------- Date # Balance # Balance # Amount # Balance # Balance # Amount ==================================================================================================================================== 09/16/05 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ ==================================================================================================================================== </TABLE> =========================================== Remaining Term Curr Weighted Avg. - ------------------------------------------- Life Amort. Coupon Remit =========================================== - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- =========================================== (1) Percentage based on pool as of cutoff. (2) Percentage based on pool as of beginning of period. 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-6 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT </TABLE> <TABLE> =========================== ===================================================================== Disclosure Payoff Initial Payoff Penalty Control # Period Balance Type Amount Amount =========================== ===================================================================== ================================================================================================ CURRENT 0 0 CUMULATIVE ============================ </TABLE> =========================== ============================================ Prepayment Maturity Property Geographic Date Date Type Location =========================== ============================================ ============================================================================ 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-7 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X DELINQUENT LOAN DETAIL </TABLE> <TABLE> ============================================================================================================ Paid Outstanding Out. Property Disclosure Thru Current P&I P&I Protection Control # Date Advance Advances** Advances ============================================================================================================ ============================================================================================================= </TABLE> <TABLE> ==================================================================================================================== Special Advance Servicer Foreclosure Bankruptcy REO Description (1) Transfer Date Date Date Date ==================================================================================================================== ==================================================================================================================== A. P&I Advance - Loan in Grace Period 3. P&I Advance - Loan delinquent 3 months or More B. P&I Advance - Late Payment but < 1 month delinq 4. Matured Balloon/Assumed Scheduled Payment 1. P&I Advance - Loan delinquent 1 month 7. P&I Advance (Foreclosure) 2. P&I Advance - Loan delinquent 2 months 9. P&I Advance (REO) ==================================================================================================================== </TABLE> ** Outstanding P&I Advances include the current period P&I Advance 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-8 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X MORTGAGE LOAN CHARACTERISTICS </TABLE> DISTRIBUTION OF PRINCIPAL BALANCES ================================================================================ Weighted Average Current Scheduled # of Scheduled % of --------------------------- Balances Loans Balance Balance Term Coupon DSCR ================================================================================ ================================================================================ 0 0 0.00% ================================================================================ Average Scheduled Balance Maximum Scheduled Balance Minimum Scheduled Balance DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING) =============================================================================== Weighted Average Fully Amortizing # of Scheduled % of --------------------------- Mortgage Loans Loans Balance Balance Term Coupon DSCR =============================================================================== =============================================================================== 0 0 0.00% =============================================================================== Minimum Remaining Term Maximum Remaining Term DISTRIBUTION OF MORTGAGE INTEREST RATES ================================================================================ Weighted Average Current Mortgage # of Scheduled % of --------------------------- Interest Rate Loans Balance Balance Term Coupon DSCR ================================================================================ ================================================================================ 0 0 0.00% ================================================================================ Minimum Mortgage Interest Rate 10.0000% Maximum Mortgage Interest Rate 10.0000% DISTRIBUTION OF REMAINING TERM (BALLOON) ================================================================================ Weighted Average Balloon # of Scheduled % of ------------------------- Mortgage Loans Loans Balance Balance Term Coupon DSCR ================================================================================ 0 to 60 61 to 120 121 to 180 181 to 240 241 to 360 ================================================================================ 0 0 0.00% ================================================================================ Minimum Remaining Term 0 Maximum Remaining Term 0 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-9 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X MORTGAGE LOAN CHARACTERISTICS </TABLE> DISTRIBUTION OF DSCR (CURRENT) ================================================================================ Debt Service # of Scheduled % of Coverage Ratio Loans Balance Balance WAMM WAC DSCR ================================================================================ ================================================================================ 0 0 0.00% ================================================================================ Maximum DSCR 0.000 Minimum DSCR 0.000 DISTRIBUTION OF DSCR (CUTOFF) ================================================================================ Debt Service # of Scheduled % of Coverage Ratio Loans Balance Balance WAMM WAC DSCR ================================================================================ ================================================================================ 0 0 0.00% ================================================================================ Maximum DSCR 0.00 Minimum DSCR 0.00 GEOGRAPHIC DISTRIBUTION ================================================================================ # of Scheduled % of Geographic Location Loans Balance Balance WAMM WAC DSCR ================================================================================ ================================================================================ 0 0.00% ================================================================================ 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-10 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X MORTGAGE LOAN CHARACTERISTICS </TABLE> DISTRIBUTION OF PROPERTY TYPES ================================================================================ # of Scheduled % of Property Types Loans Balance Balance WAMM WAC DSCR ================================================================================ ================================================================================ 0 0 0.00% ================================================================================ DISTRIBUTION OF AMORTIZATION TYPE ================================================================================ # of Scheduled % of Amortization Type Loans Balance Balance WAMM WAC DSCR ================================================================================ ================================================================================ ================================================================================ DISTRIBUTION OF LOAN SEASONING ================================================================================ # of Scheduled % of Number of Years Loans Balance Balance WAMM WAC DSCR ================================================================================ ================================================================================ 0 0 0.00% ================================================================================ DISTRIBUTION OF YEAR LOANS MATURING ================================================================================ # of Scheduled % of Year Loans Balance Balance WAMM WAC DSCR ================================================================================ 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 & Longer ================================================================================ 0 0 0.00% ================================================================================ 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-11 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X LOAN LEVEL DETAIL </TABLE> <TABLE> ====================================================================================================== Operating Ending Disclosure Property Statement Maturity Principal Control # Grp Type State DSCR NOI Date Date Balance ====================================================================================================== ====================================================================================================== ====================================================================================================== W/Avg 0.00 0 0 ====================================================================================================== </TABLE> ================================================================================ Spec. Loan Prepayment Note Scheduled Mod. Serv ASER Status ------------------------------ Rate P&I Flag Flag Flag Code(1) Amount Penalty Date ================================================================================ ================================================================================ 0 0 0 ================================================================================ ================================================================================ * NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used to determine such figures. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Legend: A. P&I Adv - in Grace Period B. P&I Adv - < one month delinq 1. P&I Adv - delinquent 1 month 2. P&I Adv - delinquent 2 months 3. P&I Adv - delinquent 3+ months 4. Mat. Balloon/Assumed P&I 5. Prepaid in Full 6. Specially Serviced 7. Foreclosure 8. Bankruptcy 9. REO 10. DPO 11. Modification =============================================================================== 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-12 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X SPECIALLY SERVICED (PART I) ~ LOAN DETAIL </TABLE> =========================== =========== ================================== Balance Disclosure Transfer Loan Status ---------------------------------- Control # Date Code (1) Scheduled Actual =========================== =========== ================================== =========================== =========== ================================== <TABLE> ========================================= ================================== ==================================== Remaining Term Note Maturity ---------------- Property NOI Rate Date Life Amort. Type State NOI DSCR Date ========================================= ================================== ==================================== ========================================= ================================== ==================================== </TABLE> (1) Legend: A. P&I Adv - in Grace Period B. P&I Adv - < one month delinq. 1. P&I Adv - delinquent 1 month 2. P&I Adv - delinquent 2 months 3. P&I Adv - delinquent 3+ months 4. Mat. Balloon/Assumed P&I 7. Foreclosure 9. REO 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-13 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS </TABLE> <TABLE> ========================================================================================================= Disclosure Resolution Control # Strategy Comments ========================================================================================================= ========================================================================================================= </TABLE> 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-14 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X MODIFIED LOAN DETAIL </TABLE> <TABLE> ======================================================================================================================== Cutoff Modified Disclosure Modification Maturity Maturity Modification Control # Date Date Date Description - ------------------------------------------------------------------------------------------------------------------------ ======================================================================================================================== </TABLE> 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-15 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X REALIZED LOSS DETAIL </TABLE> <TABLE> ===================================================================================================== Beginning Disclosure Appraisal Appraisal Scheduled Gross Period Control # Date Value Balance Proceeds - ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- CURRENT TOTAL 0.00 0.00 CUMULATIVE 0.00 0.00 ===================================================================================================== </TABLE> ================================================================================ Gross Proceeds Aggregate Net Net Proceeds as a % of Liquidation Liquidation as a % of Realized Sched Principal Expenses * Proceeds Sched. Balance Loss - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CURRENT TOTAL 0.00 0.00 0.00 CUMULATIVE 0.00 0.00 0.00 ================================================================================ * Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc. 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-16 <TABLE> [LASALLE BANK LOGO OMITTED] WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Statement Date: 9/16/2005 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 9/16/2005 SERIES 2005-C20 Prior Payment: N/A Next Payment: 10/17/2005 Record Date: 8/31/2005 ABN AMRO ACCT: XX-XXXX-XX-X APPRAISAL REDUCTION DETAIL </TABLE> =========================== ================================================== Disclosure Appraisal Scheduled ARA Current P&I Control # Red. Date Balance Amount Advance ASER =========================== ================================================== =========================== ================================================== <TABLE> ========================================== ============================= ======== ============================ Remaining Term Appraisal Note Maturity ----------------- Property ---------------------------- Rate Date Life Amort. Type State DSCR Value Date ========================================== ============================= ======== ============================ ========================================== ============================= ======== ============================ </TABLE> 07/25/2005 - 09:20 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A. B-17 [THIS PAGE INTENTIONALLY LEFT BLANK.]
ANNEX C CLASS X-P REFERENCE RATE SCHEDULE <TABLE> INTEREST CLASS X-P ACCRUAL PERIOD DISTRIBUTION DATE REFERENCE RATE - ---------------- ------------------- ----------------- 1 09/15/05 5.39592% 2 10/15/05 5.22406% 3 11/15/05 5.39578% 4 12/15/05 5.22392% 5 01/15/06 5.22385% 6 02/15/06 5.22378% 7 03/15/06 5.22385% 8 04/15/06 5.39540% 9 05/15/06 5.22355% 10 06/15/06 5.39525% 11 07/15/06 5.22341% 12 08/15/06 5.39510% 13 09/15/06 5.39501% 14 10/15/06 5.22316% 15 11/15/06 5.39481% 16 12/15/06 5.22297% 17 01/15/07 5.22287% 18 02/15/07 5.22278% 19 03/15/07 5.22286% 20 04/15/07 5.39430% 21 05/15/07 5.22247% 22 06/15/07 5.39409% 23 07/15/07 5.22227% 24 08/15/07 5.39388% 25 09/15/07 5.39377% 26 10/15/07 5.22197% 27 11/15/07 5.39355% 28 12/15/07 5.22175% 29 01/15/08 5.39333% 30 02/15/08 5.22154% 31 03/15/08 5.22151% 32 04/15/08 5.39298% 33 05/15/08 5.22120% 34 06/15/08 5.39275% 35 07/15/08 5.22098% 36 08/15/08 5.39251% 37 09/15/08 5.39240% 38 10/15/08 5.22066% 39 11/15/08 5.39220% 40 12/15/08 5.22047% 41 01/15/09 5.22036% 42 02/15/09 5.22027% 43 03/15/09 5.22048% 44 04/15/09 5.39165% 45 05/15/09 5.21994% 46 06/15/09 5.39143% 47 07/15/09 5.21974% 48 08/15/09 5.39121% 49 09/15/09 5.39110% 50 10/15/09 5.21942% 51 11/15/09 5.39088% 52 12/15/09 5.21921% 53 01/15/10 5.21910% 54 02/15/10 5.21913% 55 03/15/10 5.21948% 56 04/15/10 5.39043% 57 05/15/10 5.21878% 58 06/15/10 5.39019% 59 07/15/10 5.21844% 60 08/15/10 5.44126% 61 09/15/10 5.44209% 62 10/15/10 5.26960% 63 11/15/10 5.44185% 64 12/15/10 5.26938% 65 01/15/11 5.26927% 66 02/15/11 5.26916% 67 03/15/11 5.26958% 68 04/15/11 5.44124% 69 05/15/11 5.26881% 70 06/15/11 5.44099% 71 07/15/11 5.26857% 72 08/15/11 5.44652% 73 09/15/11 5.44641% 74 10/15/11 5.27341% 75 11/15/11 5.44551% 76 12/15/11 5.27317% 77 01/15/12 5.44488% 78 02/15/12 5.27254% 79 03/15/12 5.27262% 80 04/15/12 5.44448% 81 05/15/12 5.27217% 82 06/15/12 5.44421% 83 07/15/12 5.27192% 84 08/15/12 5.45054% </TABLE> C-1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ANNEX D CLASS A-PB PLANNED PRINCIPAL BALANCE SCHEDULE <TABLE> PERIOD DATE BALANCE - ------------ ---------- ------------ 0 08/23/05 175,888,000 1 09/15/05 175,888,000 2 10/15/05 175,888,000 3 11/15/05 175,888,000 4 12/15/05 175,888,000 5 01/15/06 175,888,000 6 02/15/06 175,888,000 7 03/15/06 175,888,000 8 04/15/06 175,888,000 9 05/15/06 175,888,000 10 06/15/06 175,888,000 11 07/15/06 175,888,000 12 08/15/06 175,888,000 13 09/15/06 175,888,000 14 10/15/06 175,888,000 15 11/15/06 175,888,000 16 12/15/06 175,888,000 17 01/15/07 175,888,000 18 02/15/07 175,888,000 19 03/15/07 175,888,000 20 04/15/07 175,888,000 21 05/15/07 175,888,000 22 06/15/07 175,888,000 23 07/15/07 175,888,000 24 08/15/07 175,888,000 25 09/15/07 175,888,000 26 10/15/07 175,888,000 27 11/15/07 175,888,000 28 12/15/07 175,888,000 29 01/15/08 175,888,000 30 02/15/08 175,888,000 31 03/15/08 175,888,000 32 04/15/08 175,888,000 33 05/15/08 175,888,000 34 06/15/08 175,888,000 35 07/15/08 175,888,000 36 08/15/08 175,888,000 37 09/15/08 175,888,000 38 10/15/08 175,888,000 39 11/15/08 175,888,000 40 12/15/08 175,888,000 41 01/15/09 175,888,000 42 02/15/09 175,888,000 43 03/15/09 175,888,000 44 04/15/09 175,888,000 45 05/15/09 175,888,000 46 06/15/09 175,888,000 47 07/15/09 175,888,000 48 08/15/09 175,888,000 49 09/15/09 175,888,000 50 10/15/09 175,888,000 51 11/15/09 175,888,000 52 12/15/09 175,888,000 53 01/15/10 175,888,000 54 02/15/10 175,888,000 55 03/15/10 175,888,000 56 04/15/10 175,888,000 57 05/15/10 175,888,000 58 06/15/10 175,888,000 59 07/15/10 175,888,000 60 08/15/10 175,887,469 61 09/15/10 173,599,561 62 10/15/10 171,044,551 63 11/15/10 168,729,478 64 12/15/10 166,147,912 65 01/15/11 163,809,909 66 02/15/11 161,460,957 67 03/15/11 158,337,345 68 04/15/11 155,955,347 69 05/15/11 153,308,473 70 06/15/11 150,902,926 71 07/15/11 148,233,154 72 08/15/11 145,803,838 73 09/15/11 143,363,144 74 10/15/11 140,659,200 75 11/15/11 138,189,927 76 12/15/11 135,457,419 77 01/15/12 133,050,319 78 02/15/12 130,631,937 79 03/15/12 127,718,436 80 04/15/12 125,267,463 81 05/15/12 122,563,921 82 06/15/12 120,088,791 83 07/15/12 117,361,762 84 08/15/12 115,050,832 85 09/15/12 112,761,202 86 10/15/12 110,242,026 87 11/15/12 107,929,852 88 12/15/12 105,388,758 89 01/15/13 103,053,833 90 02/15/13 100,707,962 91 03/15/13 97,695,640 92 04/15/13 95,312,369 93 05/15/13 62,201,753 94 06/15/13 59,876,703 95 07/15/13 57,329,753 96 08/15/13 54,981,835 97 09/15/13 52,622,896 98 10/15/13 50,042,996 99 11/15/13 47,660,875 100 12/15/13 45,058,434 101 01/15/14 39,627,611 102 02/15/14 37,220,286 103 03/15/14 34,179,146 104 04/15/14 31,738,266 105 05/15/14 29,079,256 106 06/15/14 26,614,447 107 07/15/14 23,932,172 108 08/15/14 21,443,211 109 09/15/14 18,942,572 110 10/15/14 16,225,459 111 11/15/14 13,700,337 112 12/15/14 10,959,419 113 01/15/15 8,409,585 114 02/15/15 5,847,786 115 03/15/15 693 116 04/15/15 0 </TABLE> D-1 [THIS PAGE INTENTIONALLY LEFT BLANK.]
PROSPECTUS COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (ISSUABLE IN SERIES) WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. DEPOSITOR Wachovia Commercial Mortgage Securities, Inc. will periodically offer certificates in one or more series. Each series of certificates will represent the entire beneficial ownership interest in a trust fund. Distributions on the certificates of any series will be made only from the assets of the related trust fund. Neither the certificates nor any assets in the related trust fund will be obligations of, or be guaranteed by, the depositor, any servicer or any of their respective affiliates. Neither the certificates nor any assets in the related trust fund will be guaranteed or insured by any governmental agency or instrumentality or by any person, unless otherwise provided in the prospectus supplement. The primary assets of the trust fund may include: o multifamily and commercial mortgage loans, including participations therein; o mortgage-backed securities evidencing interests in or secured by multifamily and commercial mortgage loans, including participations therein, and other mortgage-backed securities; o direct obligations of the United States or other government agencies; or o a combination of the assets described above. INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD REVIEW THE INFORMATION APPEARING UNDER THE CAPTION "RISK FACTORS" ON PAGE 14 AND IN THE PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY OFFERED CERTIFICATE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. July 28, 2005 TABLE OF CONTENTS <TABLE> IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT .............................................. 5 ADDITIONAL INFORMATION ................................................................... 6 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ........................................ 6 SUMMARY OF PROSPECTUS .................................................................... 7 RISK FACTORS ............................................................................. 14 DESCRIPTION OF THE TRUST FUNDS ........................................................... 34 General ................................................................................. 34 Mortgage Loans--Leases .................................................................. 34 CMBS .................................................................................... 38 Certificate Accounts .................................................................... 38 Credit Support .......................................................................... 39 Cash Flow Agreements .................................................................... 39 Pre-Funding ............................................................................. 39 YIELD CONSIDERATIONS ..................................................................... 40 General ................................................................................. 40 Pass-Through Rate ....................................................................... 40 Payment Delays .......................................................................... 40 Shortfalls in Collections of Interest Resulting from Prepayments ........................ 40 Prepayment Considerations ............................................................... 40 Weighted Average Life and Maturity ...................................................... 42 Controlled Amortization Classes and Companion Classes ................................... 43 Other Factors Affecting Yield, Weighted Average Life and Maturity ....................... 43 THE DEPOSITOR ............................................................................ 45 USE OF PROCEEDS .......................................................................... 45 DESCRIPTION OF THE CERTIFICATES .......................................................... 46 General ................................................................................. 46 Distributions ........................................................................... 46 Distributions of Interest on the Certificates ........................................... 47 Distributions of Principal of the Certificates .......................................... 48 Components .............................................................................. 48 Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations ................................................................. 48 Allocation of Losses and Shortfalls ..................................................... 48 Advances in Respect of Delinquencies .................................................... 49 Reports to Certificateholders ........................................................... 49 Voting Rights ........................................................................... 51 Termination ............................................................................. 51 Book-Entry Registration and Definitive Certificates ..................................... 52 DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS ...................................... 53 General ................................................................................. 53 Assignment of Mortgage Assets; Repurchases .............................................. 53 Representations and Warranties; Repurchases ............................................. 54 Certificate Account ..................................................................... 55 Collection and Other Servicing Procedures ............................................... 58 Realization upon Defaulted Mortgage Loans ............................................... 59 Hazard Insurance Policies ............................................................... 60 Due-on-Sale and Due-on-Encumbrance Provisions ........................................... 61 Servicing Compensation and Payment of Expenses .......................................... 61 </TABLE> 2 <TABLE> Evidence as to Compliance ............................................................... 62 Certain Matters Regarding the Master Servicer and the Depositor ......................... 62 Events of Default ....................................................................... 63 Rights upon Event of Default ............................................................ 63 Amendment ............................................................................... 64 List of Certificateholders .............................................................. 65 The Trustee ............................................................................. 65 Duties of the Trustee ................................................................... 65 Certain Matters Regarding the Trustee ................................................... 65 Resignation and Removal of the Trustee .................................................. 65 DESCRIPTION OF CREDIT SUPPORT ............................................................ 67 General ................................................................................. 67 Subordinate Certificates ................................................................ 67 Cross-Support Provisions ................................................................ 67 Insurance or Guarantees with Respect to Mortgage Loans .................................. 67 Letter of Credit ........................................................................ 68 Certificate Insurance and Surety Bonds .................................................. 68 Reserve Funds ........................................................................... 68 Credit Support with Respect to CMBS ..................................................... 68 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES ....................................... 69 General ................................................................................. 69 Types of Mortgage Instruments ........................................................... 69 Leases and Rents ........................................................................ 70 Personalty .............................................................................. 70 Cooperative Loans ....................................................................... 70 Junior Mortgages; Rights of Senior Lenders .............................................. 71 Foreclosure ............................................................................. 72 Bankruptcy Laws ......................................................................... 76 Environmental Considerations ............................................................ 78 Due-on-Sale and Due-on-Encumbrance ...................................................... 80 Subordinate Financing ................................................................... 80 Default Interest and Limitations on Prepayments ......................................... 80 Certain Laws and Regulations; Types of Mortgaged Properties ............................. 80 Applicability of Usury Laws ............................................................. 81 Servicemembers Civil Relief Act ......................................................... 81 Americans with Disabilities Act ......................................................... 81 Forfeiture in Drug, RICO and Money Laundering Violations ................................ 82 Federal Deposit Insurance Act; Commercial Mortgage Loan Servicing ....................... 82 MATERIAL FEDERAL INCOME TAX CONSEQUENCES ................................................. 84 Federal Income Tax Consequences for REMIC Certificates ................................... 84 General ................................................................................. 84 REMICs .................................................................................. 84 Taxation of Owners of REMIC Regular Certificates ........................................ 86 Taxation of Owners of REMIC Residual Certificates ....................................... 92 Prohibited Transactions Tax and Other Taxes ............................................. 99 Termination ............................................................................. 100 Reporting and Other Administrative Matters .............................................. 100 Backup Withholding with Respect to REMIC Certificates ................................... 101 Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made ... 101 General ................................................................................. 101 Characterization of Investments in Grantor Trust Certificates ........................... 102 </TABLE> 3 <TABLE> Reportable Transactions ................................................................. 109 STATE AND OTHER TAX CONSEQUENCES ......................................................... 109 ERISA CONSIDERATIONS ..................................................................... 111 General ................................................................................. 111 Prohibited Transaction Exemptions ..... . ......... .......................... ......... 111 LEGAL INVESTMENT ......................................................................... 114 METHOD OF DISTRIBUTION ................................................................... 116 LEGAL MATTERS ............................................................................ 117 FINANCIAL INFORMATION .................................................................... 117 RATINGS .................................................................................. 117 INDEX OF PRINCIPAL DEFINITIONS ........................................................... 118 </TABLE> 4 IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT We provide information to you about the offered certificates in two separate documents that provide progressively more detail: o this prospectus, which provides general information, some of which may not apply to your series of certificates; and o the accompanying prospectus supplement, which describes the specific terms of your series of certificates. If the description of your certificates in the accompanying prospectus supplement differs from the related description in this prospectus, you should rely on the information in that prospectus supplement. This prospectus may not be used to consummate sales of the offered certificates of any series unless accompanied by the prospectus supplement for that series. This prospectus and the prospectus supplements also 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 the offered certificates. Wachovia Capital Markets, LLC or any such other affiliate may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale or otherwise. Some capitalized terms used in this prospectus are defined under the caption "Index of Principal Definitions" beginning on page 117 in this prospectus. In this prospectus, the terms "depositor", "we", "us" and "our" refer to Wachovia Commercial Mortgage Securities, Inc. --------------------- Until 90 days after the date of each prospectus supplement, all dealers effecting transactions in the offered certificates covered by that prospectus supplement, whether or not participating in the distribution thereof, may be required to deliver such prospectus supplement and this prospectus. This is in addition to the obligation of dealers to deliver a prospectus and prospectus supplement when acting as underwriters and with respect to their unsold allotments or subscriptions. You should rely only on any information or representations contained or incorporated by reference in this prospectus and the related prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any state or other jurisdiction in which such offer would be unlawful. 5 ADDITIONAL INFORMATION We have filed with the Securities and Exchange Commission a registration statement (of which this prospectus forms a part) under the Securities Act of 1933, as amended, with respect to the offered certificates. This prospectus and the prospectus supplement do not contain all of the information set forth in the registration statement. For further information, you should refer to the registration statement and the exhibits attached thereto. Copies of the Registration Statement may be obtained from the Public Reference Room of the Securities and Exchange Commission, Washington, D.C. 20549, upon payment of the prescribed charges, or may be examined free of charge at the Securities and Exchange Commission's offices, 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains a site on the World Wide Web at "http://www.sec.gov" at which you can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system. We will file or cause to be filed with the Securities and Exchange Commission such periodic reports with respect to each trust fund as are required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE We are incorporating in this prospectus by reference all documents and reports filed by us with respect to a trust fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended. You may obtain, without charge, a copy of any or all documents or reports incorporated in this prospectus by reference, to the extent such documents or reports relate to an offered certificate. Exhibits to those documents will be provided to you only if such exhibits were specifically incorporated by reference in those documents. Requests to the depositor should be directed in writing to Wachovia Commercial Mortgage Securities, Inc., 301 South College Street, Charlotte, North Carolina 28288-0166, Attention: Secretary, or by telephone at 704-374-6161. 6 SUMMARY OF PROSPECTUS The following summary is a brief description of the main terms of the offered certificates. For this reason, the summary does not contain all the information that may be important to you. You will find a detailed description of the terms of the offered certificates following this summary and in the accompanying prospectus supplement. The Trust Assets.............. Each series of certificates will represent the entire beneficial ownership interest in a trust fund consisting primarily of any of the following: o mortgage assets; o certificate accounts; o forms of credit support; o cash flow agreements; and o amounts on deposit in a pre-funding account. The Mortgage Assets........... The mortgage assets with respect to each series of certificates may consist of any of the following: o multifamily and commercial mortgage loans, including participations therein; o commercial mortgage-backed securities, including participations therein; o direct obligations of the United States or other government agencies; and o a combination of the assets described above. The mortgage loans will not be guaranteed or insured by us or any of our affiliates or, unless otherwise provided in the prospectus supplement, by any governmental agency or instrumentality or other person. The mortgage loans will be primarily secured by first or junior liens on, or security interests in fee simple, leasehold or a similar interest in, any of the following types of properties: o residential properties consisting of five or more rental or cooperatively owned dwelling units; o shopping centers; o retail buildings or centers; o hotels and motels; o office buildings; o nursing homes; o hospitals or other health-care related facilities; o industrial properties; o warehouse, mini-warehouse or self-storage facilities; o mobile home parks; 7 o mixed use properties; and o other types of commercial properties. Some or all of the mortgage loans may also be secured by an assignment of one or more leases of all or a portion of the related mortgaged properties. A significant or the sole source of payments on certain mortgage loans will be the rental payments due under the related leases. A mortgage loan may have an interest rate that has any of the following features: o is fixed over its term; o adjusts from time to time; o is partially fixed and partially floating; o is floating based on one or more formulae or indices; o may be converted from a floating to a fixed interest rate; o may be converted from a fixed to a floating interest rate; or o interest is not paid currently but is accrued and added to the principal balance. A mortgage loan may provide for any of the following: o scheduled payments to maturity; o payments that adjust from time to time; o negative amortization or accelerated amortization; o full amortization or require a balloon payment due on its stated maturity date; o prohibitions on prepayment; o releases or substitutions of collateral, including defeasance thereof with direct obligations of the United States; and o payment of a premium or a yield maintenance penalty in connection with a principal prepayment. Unless otherwise described in the prospectus supplement for a series of certificates: o the mortgaged properties may be located in any one of the 50 states, the District of Columbia or the Commonwealth of Puerto Rico; o all mortgage loans will have original terms to maturity of not more than 40 years; o all mortgage loans will have individual principal balances at origination of not less than $100,000; 8 o all mortgage loans will have been originated by persons other than the depositor; and o all mortgage assets will have been purchased, either directly or indirectly, by the depositor on or before the date of initial issuance of the related series of certificates. Any commercial mortgage-backed securities included in a trust fund will evidence ownership interests in or be secured by mortgage loans similar to those described above and other mortgage-backed securities. Some commercial mortgage-backed securities included in a trust fund may be guaranteed or insured by an affiliate of the depositor, Freddie Mac, Fannie Mae, Ginnie Mae, Farmer Mac or any other person specified in the prospectus supplement. Certificate Accounts.......... Each trust fund will include one or more accounts established and maintained on behalf of the certificateholders. All payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund will be deposited into those accounts. A certificate account may be maintained as an interest bearing or a non-interest bearing account, and funds may be held as cash or reinvested. Credit Support................ The following types of credit support may be used to enhance the likelihood of distributions on certain classes of certificates: o subordination of junior certificates; o over collateralization; o letters of credit; o issurance policies; o guarantees; o reserve funds; and/or o other types of credit support described in the prospectus supplement and a combination of any of the above. Cash Flow Agreements.......... Cash flow agreements are used to reduce the effects of interest rate or currency exchange rate fluctuations on the underlying mortgage assets or on one or more classes of certificates and increase the likelihood of timely distributions on the certificates or such classes of certificates, as the case may be. The trust fund may include any of the following types of cash flow agreements: o guaranteed investment contracts; o interest rate swap or exchange contracts; o interest rate cap or floor agreements; o currency exchange agreements; o yield supplement agreements; or 9 o other types of similar agreements described in the prospectus supplement. Pre-Funding Account; Capitalized Interest Account....................... A trust fund may use monies deposited into a pre-funding account to acquire additional mortgage assets following a closing date for the related series of certificates. The amount on deposit in a pre-funding account will not exceed 25% of the pool balance of the trust fund as of the cut-off date on which the ownership of the mortgage loans and rights to payment thereon are deemed transferred to the trust fund, as specified in the related prospectus supplement. The depositor will select any additional mortgage assets using criteria that is substantially similar to the criteria used to select the mortgage assets included in the trust fund on the closing date. If provided in the prospectus supplement, a trust fund also may include amounts on deposit in a separate capitalized interest account. The depositor may use amounts on deposit in a capitalized interest account to supplement investment earnings, if any, of amounts on deposit in the pre-funding account, supplement interest collections of the trust fund, or such other purpose as specified in the prospectus supplement. Amounts on deposit in any pre-funding account or any capitalized interest account will be held in cash or invested in short-term investment grade obligations. Amounts remaining on deposit in any pre-funding account and any capitalized interest account after the end of the related pre-funding period will be distributed to certificateholders as described in the prospectus supplement. Description of Certificates... Each series of certificates will include one or more classes. Each series of certificates will represent in the aggregate the entire beneficial ownership interest in the related trust fund. The offered certificates are the classes of certificates being offered to you pursuant to the prospectus supplement. The non-offered certificates are the classes of certificates not being offered to you pursuant to the prospectus supplement. Information on the non-offered certificates is being provided solely to assist you in your understanding of the offered certificates. Distributions on Certificates.................. The certificates may provide for different methods of distributions to specific classes. Any class of certificates may: o provide for the accrual of interest thereon based on fixed, variable or floating rates; o be senior or subordinate to one or more other classes of certificates with respect to interest or principal distribution and the allocation of losses on the assets of the trust fund; 10 o be entitled to principal distributions, with disproportionately low, nominal or no interest distributions; o be entitled to interest distributions, with disproportionately low, nominal or no principal distributions; o provide for distributions of principal or accrued interest only after the occurrence of certain events, such as the retirement of one or more other classes of certificates; o provide for distributions of principal to be made at a rate that is faster or slower than the rate at which payments are received on the mortgage assets in the related trust fund; o provide for distributions of principal sequentially, based on specified payment schedules or other methodologies; and o provide for distributions based on a combination of any of the above features. Interest on each class of offered certificates of each series will accrue at the applicable pass-through rate on the outstanding certificate balance or notional amount. Distributions of interest with respect to one or more classes of certificates may be reduced to the extent of certain delinquencies, losses and other contingencies described in this prospectus and the prospectus supplement. The certificate balance of a certificate outstanding from time to time represents the maximum amount that the holder thereof is then entitled to receive in respect of principal from future cash flow on the assets in the related trust fund. Unless otherwise specified in the prospectus supplement, distributions of principal will be made on each distribution date to the class or classes of certificates entitled thereto until the certificate balance of such certificates is reduced to zero. Distributions of principal to any class of certificates will be made on a pro rata basis among all of the certificates of such class. Advances...................... A servicer may be obligated as part of its servicing responsibilities to make certain advances with respect to delinquent scheduled payments and property related expenses which it deems recoverable. The trust fund may be charged interest for any advance. We will not have any responsibility to make such advances. One of our affiliates may have the responsibility to make such advances, but only if that affiliate is acting as a servicer or master servicer for the related series of certificates. Termination................... A series of certificates may be subject to optional early termination through the repurchase of the mortgage assets in the related trust fund. 11 Registration of Certificates.. One or more classes of the offered certificates may be initially represented by one or more certificates registered in the name of Cede & Co. as the nominee of The Depository Trust Company. If your offered certificates are so registered, you will not be entitled to receive a definitive certificate representing your interest except in the event that physical certificates are issued under the limited circumstances described in this prospectus and the prospectus supplement. Tax Status of the Certificates............. The certificates of each series will constitute either: o "regular interests" or "residual interests" in a trust fund treated as a "real estate mortgage investment conduit" under the Internal Revenue Code of 1986, as amended; o interests in a trust fund treated as a grantor trust under applicable provisions of the Internal Revenue Code of 1986, as amended; or o any combination of any of the above features. ERISA Considerations.......... If you are a fiduciary of an employee benefit plan or other retirement plan or arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or any materially similar federal, state or local law, or any person who proposes to use "plan assets" of any of these plans to acquire any offered certificates, you should carefully review with your legal counsel whether the purchase or holding of any offered certificates could give rise to transactions not permitted under these laws. The prospectus supplement will specify if investment in some certificates may require a representation that the investor is not (or is not investing on behalf of) a plan or similar arrangement or if other restrictions apply. Legal Investment.............. The prospectus supplement will specify whether the offered certificates will constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates. See "Legal Investment" herein. 12 Rating........................ At the date of issuance, as to each series, each class of offered certificates will not be rated lower than investment grade by one or more nationally recognized statistical rating agencies. A security rating is not a recommendation to buy, sell or hold securities and may be subject to qualification, revision or withdrawal at any time by the assigning rating organization. 13 RISK FACTORS You should consider the following risk factors, in addition to the risk factors in the prospectus supplement, in deciding whether to purchase any of the offered certificates. The risks and uncertainties described below, together with those described in the prospectus supplement under "Risk Factors", summarize the material risks relating to your certificates. Your Ability to Resell Certificates May Be Limited Because of Their Characteristics.............. You may not be able to resell your certificates and the value of your certificates may be less than you anticipated for a variety of reasons including: o a secondary market for your certificates may not develop; o interest rate fluctuations; o the absence of redemption rights; and o the limited sources of information about the certificates other than that provided in this prospectus, the prospectus supplement and the monthly report to certificateholders. The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates............. Unless otherwise specified in the prospectus supplement, neither the offered certificates of any series nor the mortgage assets in the related trust fund will be guaranteed or insured by us or any of our affiliates, by any governmental agency or instrumentality or by any other person. No offered certificate of any series will represent a claim against or security interest in the trust fund for any other series. Accordingly, if the related trust fund has insufficient assets to make payments on the certificates, there will be no other assets available for payment of the deficiency. Additionally, the trustee, master servicer, special servicer or other specified person may under certain circumstances withdraw some amounts on deposit in certain funds or accounts constituting part of a trust fund, including the certificate account and any accounts maintained as credit support, as described in the prospectus supplement. The trustee, master servicer, special servicer or other specified person may have the authority to make these withdrawals for purposes other than the payment of principal of or interest on the related series of certificates. The prospectus supplement for a series of certificates may provide for one or more classes of certificates that are subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates. On any distribution date in which the related trust fund has incurred losses or shortfalls in collections on the mortgage assets, the subordinate certificates initially will bear the amount of such losses or shortfalls and, thereafter, the remaining classes of certificates will bear the remaining amount of such losses or shortfalls. The priority, manner and limitations on the allocation of losses and shortfalls will be specified in the prospectus supplement. 14 Prepayments and Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield............ Prepayments (including those caused by defaults on the mortgage loans and repurchases for breach of representation or warranty) on the mortgage loans in a trust fund generally will result in a faster rate of principal payments on one or more classes of the related certificates than if payments on such mortgage assets were made as scheduled. Thus, the prepayment experience on the mortgage assets may affect the average life of each class of related certificates. The rate of principal payments on mortgage loans varies between pools and from time to time is influenced by a variety of economic, demographic, geographic, social, tax, legal and other factors. We cannot provide any assurance as to the rate of prepayments on the mortgage loans in any trust fund or that such rate will conform to any model described in this prospectus or in any prospectus supplement. As a result, depending on the anticipated rate of prepayment for the mortgage loans in any trust fund, the retirement of any class of certificates could occur significantly earlier or later than you expected. The rate of voluntary prepayments will also be affected by: o the voluntary prepayment terms of the mortgage loan, including prepayment lock-out periods and prepayment premiums; o then-current interest rates being charged on similar mortgage loans; and o the availability of mortgage credit. A series of certificates may include one or more classes of certificates with entitlements to payments prior to other classes of certificates. As a result, yields on classes of certificates with a lower priority of payment, including classes of offered certificates, of such series may be more sensitive to prepayments on mortgage assets. A series of certificates may include one or more classes offered at a significant premium or discount. Yields on such classes of certificates will be sensitive, and in some cases extremely sensitive, to prepayments on mortgage assets and, where the amount of interest payable with respect to a class is disproportionately high, as compared to the amount of principal, a holder might, in some prepayment scenarios, fail to recoup its original investment. If a mortgage loan is in default, it may not be possible to collect a prepayment premium. No person will be required to pay any premium if a mortgage loan is repurchased for a breach of representation or warranty. 15 The yield on your certificates may be less than anticipated because: o the prepayment premium or yield maintenance required under certain prepayment scenarios may not be enforceable in some states or under federal bankruptcy laws; and o some courts may consider the prepayment premium to be usurious. Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss.................... A series of certificates may be subject to optional early termination by means of the repurchase of the mortgage assets in the related trust fund. We cannot assure you that the proceeds from a sale of the mortgage assets 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 such certificates 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. Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks..... Any rating assigned by a rating agency to a class of offered certificates will reflect only its assessment of the likelihood that holders of certificates of such class will receive payments to which such certificateholders are entitled under the related pooling and servicing agreement. Ratings do not address: o the likelihood that principal prepayments (including those caused by defaults) on the related mortgage loans will be made; o the degree to which the rate of prepayments on the related mortgage loans might differ from that originally anticipated; o the likelihood of early optional termination of the related trust fund; o the possibility that prepayments on the related mortgage loans at a higher or lower rate than anticipated by an investor may cause such investor to experience a lower than anticipated yield; or o the possibility that an investor that purchases an offered certificate at a significant premium might fail to recoup its initial investment under certain prepayment scenarios. The amount, type and nature of credit support, if any, provided with respect to a series of certificates will be determined on the basis of criteria established by each rating 16 agency rating classes of certificates of such series. Those criteria are sometimes based upon an actuarial analysis of the behavior of mortgage loans in a larger group. However, we cannot provide assurance that the historical data supporting any such actuarial analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the delinquency, foreclosure or loss experience of any particular pool of mortgage loans. In other cases, a rating agency may base their criteria upon determinations of the values of the mortgaged properties that provide security for the mortgage loans. However, we cannot provide assurance that those values will not decline in the future. Unused Amounts in Pre-Funding Accounts May Be Returned to You as a Prepayment.......... The prospectus supplement will disclose when we are using a pre-funding account to purchase additional mortgage assets in connection with the issuance of certificates. Amounts on deposit in a pre-funding account that are not used to acquire additional mortgage assets by the end of the pre-funding period for a series of certificates may be distributed to holders of those certificates as a prepayment of principal, which may materially and adversely affect the yield on those certificates. Additional Mortgage Assets Acquired in Connection with the Use of a Pre-Funding Account May Change the Aggregate Characteristics of a Trust Fund.............. Any additional mortgage assets acquired by a trust fund with funds in a pre-funding account may possess substantially different characteristics than the mortgage assets in the trust fund on the closing date for a series of certificates. Therefore, the aggregate characteristics of a trust fund following the pre-funding period may be substantially different than the characteristics of a trust fund on the closing date for that series of certificates. Net Operating Income Produced by a Mortgaged Property May Be Inadequate to Repay the Mortgage Loans............... The value of a mortgage loan secured by a multifamily or commercial property is directly related to the net operating income derived from that property because the ability of a borrower to repay a loan secured by an income-producing property typically depends primarily upon the successful operation of that property rather than upon the existence of independent income or assets of the borrower. The reduction in the net operating income of the property may impair the borrower's ability to repay the loan. Many of the mortgage loans included in a trust fund may be secured by liens on owner-occupied mortgaged properties or 17 on mortgaged properties leased to a single tenant. Accordingly, a decline in the financial condition of the borrower or single tenant may have a disproportionately greater affect on the net operating income from such mortgaged properties than would be the case with respect to mortgaged properties with multiple tenants. Future Value of a Mortgaged Property and its Net Operating Income and Cash Flow Is Not Predictable....... Commercial and multifamily property values and cash flows and net operating income from such mortgaged properties are volatile and may be insufficient to cover debt service on the related mortgage loan at any given time. Property value, cash flow and net operating income depend upon a number of factors, including: o changes in general or local economic conditions and/or specific industry segments; o declines in real estate values; o an oversupply of commercial or multifamily properties in the relevant market; o declines in rental or occupancy rates; o increases in interest rates, real estate tax rates and other operating expenses; o changes in governmental rules, regulations and fiscal policies, including environmental legislation; o perceptions by prospective tenants and, if applicable, their customers, of the safety, convenience, services and attractiveness of the property; o the age, construction quality and design of a particular property; o whether the mortgaged properties are readily convertible to alternative uses; o acts of God; and o other factors beyond our control or the control of a servicer. Nonrecourse Loans Limit the Remedies Available Following a Mortgagor Default.......... The mortgage loans 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 originators, the master servicer, the special servicer, the trustee or any of their respective affiliates. Each mortgage loan included in a trust fund generally will be a nonrecourse loan. If there is a default (other than a default resulting from voluntary bankruptcy, fraud or willful misconduct) there will generally only be recourse against the specific mortgaged properties and other assets that have been pledged 18 to secure such mortgage loan. Even if a mortgage loan provides for recourse to a mortgagor or its affiliates, it is unlikely the trust fund ultimately could recover any amounts not covered by the mortgaged property. Special Risks of Mortgage Loans Secured by Multifamily Properties........ Mortgage loans secured by multifamily properties may constitute a material concentration of the mortgage loans in a trust fund. Adverse economic conditions, either local, regional or national, may limit the amount of rent that a borrower may charge for rental units, and may result in a reduction in timely rent payments or a reduction in occupancy levels. Occupancy and rent levels may also be affected by: o construction of additional housing units; o local military base closings; o developments at local colleges and universities; o national, regional and local politics, including, in the case of multifamily rental properties, current or future rent stabilization and rent control laws and agreements; o the level of mortgage interest rates, which may encourage tenants in multifamily rental properties to purchase housing; o tax credit and city, state and federal housing subsidy or similar programs which may impose rent limitations and may adversely affect the ability of the applicable borrowers to increase rents to maintain the mortgaged properties in proper condition during periods of rapid inflation or declining market value of the mortgaged properties; o tax credit and city, state and federal housing subsidy or similar programs which may impose income restrictions on tenants and which may reduce the number of eligible tenants in such mortgaged properties and result in a reduction in occupancy rates applicable thereto; and o the possibility that some eligible tenants may not find any differences in rents between subsidized or supported properties and other multifamily rental properties in the same area to be a sufficient economic incentive to reside at a subsidized or supported property, which may have fewer amenities or otherwise be less attractive as a residence. All of these conditions and events may increase the possibility that a borrower may be unable to meet its obligations under its mortgage loan. The multifamily projects market is characterized generally 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 19 relatively short period of time. Because 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. Special Risks of Mortgage Loans Secured by Retail Properties.................... Mortgage loans secured by retail properties may constitute a material concentration of the mortgage loans in a trust fund. Significant factors determining the value of retail properties are: o the quality of the tenants; and o the fundamental aspects of real estate such as location and market demographics. The correlation between the success of tenant businesses and property value is more direct with respect to retail properties than other types of commercial property because a significant component of the total rent paid by retail tenants is often tied to a percentage of gross sales. Significant tenants at a retail property play an important part in generating customer traffic and making a retail property a desirable location for other tenants at that property. Accordingly, retail properties may be adversely affected if a significant tenant ceases operations at those locations, which may occur on account of a voluntary decision not to renew a lease, bankruptcy or insolvency of the tenant, the tenant's general cessation of business activities or for other reasons. In addition, some tenants at retail properties may be entitled to terminate their leases or pay reduced rent if an anchor tenant ceases operations at the property. In those cases, we cannot provide assurance that any anchor tenants will continue to occupy space in the related shopping centers. Shopping centers, in general, are affected by the health of the retail industry. In addition, a shopping center may be adversely affected by the bankruptcy or decline in drawing power of an anchor tenant, the risk that an anchor tenant may vacate notwithstanding that tenant's continuing obligation to pay rent, 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). Unlike other income producing properties, retail properties also face competition from sources outside a given real estate market, such as: o catalogue retailers; o home shopping networks; o the internet; o telemarketing; and o outlet centers. 20 Continued growth of these alternative retail outlets (which are often characterized by lower operating costs) could adversely affect the rents collectible at the retail properties which secure mortgage loans in a trust fund. Special Risks of Mortgage Loans Secured by Hospitality Properties........ Mortgage loans secured by hospitality properties (e.g., a hotel or motel) may constitute a material concentration of the mortgage loans in a trust fund. Various factors affect the economic viability of a hospitality property, including: o location, quality and franchise affiliation (or lack thereof); o adverse economic conditions, either local, regional or national, which may limit the amount that a consumer is willing to pay for a room and may result in a reduction in occupancy levels; o the construction of competing hospitality properties, which may result in a reduction in occupancy levels; o the increased sensitivity of hospitality properties (relative to other commercial properties) to adverse economic conditions and competition, as hotel rooms generally are rented for short periods of time; o the financial strength and capabilities of the owner and operator of a hospitality property, which may have a substantial impact on the property's quality of service and economic performance; and o the generally seasonal nature of the hospitality industry, which can be expected to cause periodic fluctuations in room and other revenues, occupancy levels, room rates and operating expenses. In addition, the successful operation of a hospitality property with a franchise affiliation may depend in part upon the strength of the franchisor, the public perception of the franchise service mark and the continued existence of any franchise license agreement. The transferability of a franchise license agreement may be restricted, and a lender or other person that acquires title to a hospitality property as a result of foreclosure may be unable to succeed to the borrower's rights under the franchise license agreement. Moreover, the transferability of a hospitality property's operating, liquor and other licenses upon a transfer of the hospitality property, whether through purchase or foreclosure, is subject to local law requirements and may not be transferable. Special Risks of Mortgage Loans Secured by Office Buildings..................... Mortgage loans secured by office buildings may constitute a material concentration of the mortgage loans in a trust fund. Significant factors determining the value of office buildings include: o the quality of the tenants in the building; 21 o the physical attributes of the building in relation to competing buildings; and o the strength and stability of the market area as a desirable business location. An economic decline in the business operated by the tenants may adversely affect an office building. That risk is increased if revenue is dependent on a single tenant or if there is a significant concentration of tenants in a particular business or industry. Office buildings are also subject to competition with other office properties in the same market. Competition is affected by a property's: o age; o condition; o design (e.g., floor sizes and layout); o access to transportation; and o ability or inability to offer certain amenities to its tenants, including sophisticated building systems (such as fiber optic cables, satellite communications or other base building technological features). The success of an office building also depends on the local economy. A company's decision to locate office headquarters in a given area, for example, may be affected by such factors as labor cost and quality, tax environment and quality of life issues such as schools and cultural amenities. A central business district may have an economy which is markedly different from that of a suburb. The local economy and the financial condition of the owner will impact on an office building's ability to attract stable tenants on a consistent basis. In addition, the cost of refitting office space for a new tenant is often more costly than for other property types. Special Risks of Mortgage Loans Secured by Warehouse and Self Storage Facilities.. Mortgage loans secured by warehouse and storage facilities may constitute a material concentration of the mortgage loans in a trust fund. The storage facilities market contains low barriers to entry. Increased competition among self storage facilities may reduce income available to repay mortgage loans secured by a self storage facility. Furthermore, the inability of a borrower to police what is stored in a self storage facility due to privacy considerations may increase environmental risks. 22 Special Risks of Mortgage Loans Secured by Healthcare-Related Properties................... The mortgaged properties may include health care-related facilities, including senior housing, assisted living facilities, skilled nursing facilities and acute care facilities. o Senior housing generally consists of facilities with respect to which the residents are ambulatory, handle their own affairs and typically are couples whose children have left the home and at which the accommodations are usually apartment style; o Assisted living facilities are typically single or double room occupancy, dormitory-style housing facilities which provide food service, cleaning and some personal care and with respect to which the tenants are able to medicate themselves but may require assistance with certain daily routines; o Skilled nursing facilities provide services to post trauma and frail residents with limited mobility who require extensive medical treatment; and o Acute care facilities generally consist of hospital and other facilities providing short-term, acute medical care services. Certain types of health care-related properties, particularly acute care facilities, skilled nursing facilities and some assisted living facilities, typically receive a substantial portion of their revenues from government reimbursement programs, primarily Medicaid and Medicare. Medicaid and Medicare are subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings, policy interpretations, delays by fiscal intermediaries and government funding restrictions. Moreover, governmental payors have employed cost-containment measures that limit payments to health care providers, and there exist various proposals for national health care reform that could further limit those payments. Accordingly, we cannot provide assurance that payments under government reimbursement programs will, in the future, be sufficient to fully reimburse the cost of caring for program beneficiaries. If those payments are insufficient, net operating income of health care-related facilities that receive revenues from those sources may decline, which consequently could have an adverse affect on the ability of the related borrowers to meet their obligations under any mortgage loans secured by health care-related facilities. Moreover, health care-related facilities are generally subject to federal and state laws that relate to the adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies and additions to facilities and services. In addition, facilities where such care or other medical services are provided are subject to periodic 23 inspection by governmental authorities to determine compliance with various standards necessary to continued licensing under state law and continued participation in the Medicaid and Medicare reimbursement programs. Furthermore, under applicable federal and state laws and regulations, Medicare and Medicaid reimbursements are generally not permitted to be made to any person other than the provider who actually furnished the related medical goods and services. Accordingly, in the event of foreclosure, the trustee, the master servicer, the special servicer or a subsequent lessee or operator of any health care-related facility securing a defaulted mortgage loan generally would not be entitled to obtain from federal or state governments any outstanding reimbursement payments relating to services furnished at such property prior to foreclosure. Any of the aforementioned events may adversely affect the ability of the related borrowers to meet their mortgage loan obligations. Providers of assisted living services are also subject to state licensing requirements in certain states. The failure of an operator to maintain or renew any required license or regulatory approval could prevent it from continuing operations at a health care-related facility or, if applicable, bar it from participation in government reimbursement programs. In the event of foreclosure, we cannot provide assurance that the trustee or any other purchaser at a foreclosure sale would be entitled to the rights under the licenses, and the trustee or other purchaser may have to apply in its own right for the applicable license. We cannot provide assurance that the trustee or other purchaser could obtain the applicable license or that the related mortgaged property would be adaptable to other uses. Government regulation applying specifically to acute care facilities, skilled nursing facilities and certain types of assisted living facilities includes health planning legislation, enacted by most states, intended, at least in part, to regulate the supply of nursing beds. The most common method of control is the requirement that a state authority first make a determination of need, evidenced by its issuance of a certificate of need, before a long-term care provider can establish a new facility, add beds to an existing facility or, in some states, take certain other actions (for example, acquire major medical equipment, make major capital expenditures, add services, refinance long-term debt, or transfer ownership of a facility). States also regulate nursing bed supply in other ways. For example, some states have imposed moratoria on the licensing of new beds, or on the certification of new Medicaid beds, or have discouraged the construction of new nursing facilities by limiting Medicaid reimbursements allocable to the cost of new construction and equipment. In general, a certificate of need is site specific and operator specific; it cannot be transferred from one site to another, or to another operator, without the approval of the appropriate state agency. Accordingly, in the case of foreclosure upon a mortgage loan 24 secured by a lien on a health care-related mortgaged property, the purchaser at foreclosure might be required to obtain a new certificate of need or an appropriate exemption. In addition, compliance by a purchaser with applicable regulations may in any case require the engagement of a new operator and the issuance of a new operating license. Upon a foreclosure, a state regulatory agency may be willing to expedite any necessary review and approval process to avoid interruption of care to a facility's residents, but we cannot provide assurance that any state regulatory agency will do so or that the state regulatory agency will issue any necessary licenses or approvals. Federal and state government "fraud and abuse" laws also apply to health care-related facilities. "Fraud and abuse" laws generally prohibit payment or fee-splitting arrangements between health care providers that are designed to induce or encourage the referral of patients to, or the recommendation of, a particular provider for medical products or services. Violation of these restrictions can result in license revocation, civil and criminal penalties, and exclusion from participation in Medicare or Medicaid programs. The state law restrictions in this area vary considerably from state to state. Moreover, the federal anti-kickback law includes broad language that potentially could be applied to a wide range of referral arrangements, and regulations designed to create "safe harbors" under the law provide only limited guidance. Accordingly, we cannot provide assurance that such laws will be interpreted in a manner consistent with the practices of the owners or operators of the health care-related mortgaged properties that are subject to those laws. The operators of health care-related facilities are likely to compete on a local and regional basis with others that operate similar facilities, some of which competitors may be better capitalized, may offer services not offered by such operators, or may be owned by non-profit organizations or government agencies supported by endowments, charitable contributions, tax revenues and other sources not available to such operators. The successful operation of a health care-related facility will generally depend upon: o the number of competing facilities in the local market; o the facility's age and appearance; o the reputation and management of the facility; o the types of services the facility provides; and o where applicable, the quality of care and the cost of that care. The inability of a health care-related mortgaged property to flourish in a competitive market may increase the likelihood of foreclosure on the related mortgage loan, possibly affecting the yield on one or more classes of the related series of offered certificates. 25 Special Risks of Mortgage Loans Secured by Industrial and Mixed-Use Facilities..... Mortgage loans secured by industrial and mixed-use facilities may constitute a material concentration of the mortgage loans in a trust fund. Significant factors determining the value of industrial properties include: o the quality of tenants; o building design and adaptability; and o the location of the property. Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties are more frequently dependent on a single tenant. In addition, properties used for many industrial purposes are more prone to environmental concerns than other property types. Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are valuable to an industrial property include clear heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility, truck turning radius and overall functionality and accessibility. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels. Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (e.g. a decline in defense spending), and a particular industrial property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. Poor Property Management Will Adversely Affect the Performance of the Related Mortgaged Property............ Each mortgaged property securing a mortgage loan which has been sold into a trust fund is managed by a property manager (which generally is an affiliate of the borrower) or by the borrower itself. The successful operation of a real estate project is largely dependent on the performance and viability of the management of such project. The property manager is responsible for: o operating the property; o providing building services; o responding to changes in the local market; and o planning and implementing the rental structure, including establishing levels of rent payments and advising the borrowers so that maintenance and capital improvements can be carried out in a timely fashion. 26 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. There can be no assurance that the property managers will at all times be in a financial condition to continue to fulfill their management responsibilities under the related management agreements throughout the terms of those agreements. Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default..... Some of the mortgage loans included in a trust fund may not be fully amortizing (or may not amortize at all) over their terms to maturity and, thus, will require substantial principal payments (that is, balloon payments) at their stated maturity. Mortgage loans of this type involve a greater degree of risk than self-amortizing loans because the ability of a borrower to make a balloon payment typically will depend upon either: o its ability to fully refinance the loan; or o its ability to sell the related mortgaged property at a price sufficient to permit the borrower to make the balloon payment. The ability of a borrower to accomplish either of these goals will be affected by a number of factors, including: o the value of the related mortgaged property; o the level of available mortgage interest rates at the time of sale or refinancing; o the borrower's equity in the related mortgaged property; o the financial condition and operating history of the borrower and the related mortgaged property; o tax laws; o rent control laws (with respect to certain residential properties); o Medicaid and Medicare reimbursement rates (with respect to hospitals and nursing homes); o prevailing general economic conditions; and o the availability of credit for loans secured by commercial or multifamily, as the case may be, real properties generally. 27 The Servicer Will Have Discretion to Handle or Avoid Obligor Defaults in a Manner Which May Be Adverse to Your Interests............ If and to the extent specified in the prospectus supplement defaulted mortgage loans exist or are imminent, in order to maximize recoveries on defaulted mortgage loans, the related pooling and servicing agreement will permit (within prescribed limits) the master servicer or a special servicer to extend and modify mortgage loans that are in default or as to which a payment default is imminent. While the related pooling and servicing agreement generally will require a master servicer to determine that any such extension or modification is reasonably likely to produce a greater recovery on a present value basis than liquidation, we cannot provide assurance that any such extension or modification will in fact increase the present value of receipts from or proceeds of the affected mortgage loans. In addition, a master servicer or a special servicer may receive a workout fee based on receipts from or proceeds of such mortgage loans that would otherwise be payable to the certificateholders. Proceeds Received upon Foreclosure of Mortgage Loans Secured Primarily by Junior Mortgages May Result in Losses.................... To the extent specified in the prospectus supplement, some of the mortgage loans included in a trust fund may be secured primarily by junior mortgages. When liquidated, mortgage loans secured by junior mortgages are entitled to satisfaction from proceeds that remain from the sale of the related mortgaged property after the mortgage loans senior to such mortgage loans have been satisfied. If there are insufficient funds to satisfy both the junior mortgage loans and senior mortgage loans, the junior mortgage loans would suffer a loss and, accordingly, one or more classes of certificates would bear such loss. Therefore, any risks of deficiencies associated with first mortgage loans will be greater with respect to junior mortgage loans. Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates............. The prospectus supplement for the offered certificates of each series will describe any credit support provided with respect to those certificates. Use of credit support will be subject to the conditions and limitations described in this prospectus and in the related prospectus supplement. Moreover, credit support may not cover all potential losses or risks; for example, credit support may or may not cover fraud or negligence by a mortgage loan originator or other parties. A series of certificates may include one or more classes of subordinate certificates (which may include offered certificates), if so provided in the prospectus supplement. Although subordination is intended to reduce the risk to holders of 28 senior certificates of delinquent distributions or ultimate losses, the amount of subordination will be limited and may decline under certain circumstances. In addition, if principal payments on one or more classes of certificates of a series are made in a specified order of priority, any limits with respect to the aggregate amount of claims under any related credit support may be exhausted before the principal of the lower priority classes of certificates of such series has been fully repaid. As a result, the impact of losses and shortfalls experienced with respect to the mortgage assets may fall primarily upon those classes of certificates having a lower priority of payment. Moreover, if a form of credit support covers more than one series of certificates, holders of certificates of one series will be subject to the risk that such credit support will be exhausted by the claims of the holders of certificates of one or more other series. Regardless of the form of credit enhancement provided, the amount of coverage will be limited in amount and in most cases will be subject to periodic reduction in accordance with a schedule or formula. The master servicer will generally be permitted to reduce, terminate or substitute all or a portion of the credit enhancement for any series of certificates if the applicable rating agency indicates that the then-current rating of those certificates will not be adversely affected. The rating of any series of certificates by any applicable rating agency may be lowered following the initial issuance of those certificates as a result of the downgrading of the obligations of any applicable credit support provider, or as a result of losses on the related mortgage assets substantially in excess of the levels contemplated by that rating agency at the time of its initial rating analysis. None of the depositor, the master servicer or any of our or the master servicer's affiliates will have any obligation to replace or supplement any credit enhancement, or to take any other action to maintain any rating of any series of certificates. Mortgagors of Commercial Mortgage Loans Are Sophisticated and May Take Actions Adverse to Your Interests.................... Mortgage loans made to partnerships, corporations or other entities may entail risks of loss from delinquency and foreclosure that are greater than those of mortgage loans made to individuals. The mortgagor's sophistication and form of organization may increase the likelihood of protracted litigation or bankruptcy in default situations. Some Actions Allowed by the Mortgage May Be Limited by Law.......................... Mortgages securing mortgage loans included in a trust fund may contain a due-on-sale clause, which permits the lender to accelerate the maturity of the mortgage loan if the borrower sells, transfers or conveys the related mortgaged property or its interest in the mortgaged property. Mortgages securing mortgage loans included in a trust fund may also include a 29 debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or non-monetary default of the borrower. Such clauses are not always enforceable. The courts of all states will enforce clauses providing for acceleration in the event of a material payment default. The equity courts of any state, however, may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable. Assignment of Leases and Rents to Provide Further Security for Mortgage Loans Poses Special Risks........... The mortgage loans included in any trust fund typically will be secured by an assignment of leases and rents pursuant to which the borrower assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged property, and the income derived therefrom, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the mortgaged property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, bankruptcy or the commencement of similar proceedings by or in respect of the borrower may adversely affect the lender's ability to collect the rents. Inclusion in a Trust Fund of Delinquent Mortgage Loans May Adversely Affect the Rate of Defaults and Prepayments on the Mortgage Loans............ If so provided in the prospectus supplement, the trust fund for a series of certificates may include mortgage loans that are delinquent as of the date they are deposited in the trust fund. A mortgage loan will be considered "delinquent" if it is 30 days or more past its most recently contractual scheduled payment date in payment of all amounts due according to its terms. In any event, at the time of its creation, the trust fund will not include delinquent loans which by principal amount are more than 20% of the aggregate principal amount of all mortgage loans in the trust fund. If so specified in the prospectus supplement, the servicing of such mortgage loans will be performed by a special servicer. Credit support provided with respect to a series of certificates may not cover all losses related to delinquent mortgage loans, and investors should consider the risk that the inclusion of such mortgage loans in the trust fund may adversely affect the rate of defaults and prepayments on the mortgage loans in the trust fund and the yield on the offered certificates of such series. 30 Environmental Liability May Affect the Lien on a Mortgaged Property and Expose the Lender to Costs... Under certain laws, contamination of real property may give rise to a lien on the property to assure the costs of cleanup. In several states, that lien has priority over an existing mortgage lien on a property. In addition, under the laws of some states and under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, a lender may be liable, as an "owner" or "operator," for costs of addressing releases or threatened releases of hazardous substances at a property, if agents or employees of the lender have become sufficiently involved in the operations of the borrower, regardless of whether or not the environmental damage or threat was caused by the borrower. A lender also risks such liability on foreclosure of the mortgage. In addition, liabilities imposed upon a borrower by CERCLA or other environmental laws may adversely affect a borrower's ability to repay a loan. If a trust fund includes mortgage loans and the prospectus supplement does not otherwise specify, the related pooling and servicing agreement will contain provisions generally to the effect that the master servicer, acting on behalf of the trust fund, may not acquire title to a mortgaged property or assume control of its operation unless the master servicer, based upon a report prepared by a person who regularly conducts environmental site assessments, has made the determination that it is appropriate to do so. These provisions are designed to reduce substantially the risk of liability for costs associated with remediation of hazardous substances, but we cannot provide assurance in a given case that those risks can be eliminated entirely. In addition, it is likely that any recourse against the person preparing the environmental report, and such person's ability to satisfy a judgment, will be limited. One Action Jurisdiction May Limit the Ability of the Special Servicer to Foreclose on a Mortgaged Property....... Several states (including California) have laws that prohibit more than one "judicial action" to enforce a mortgage obligation, and some courts have construed the term "judicial action" broadly. The special servicer may need to obtain advice of counsel prior to enforcing any of the trust fund's rights under any of the mortgage loans that include mortgaged properties where the rule could be applicable. In the case of a mortgage loan secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where "one action" rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. 31 Rights Against Tenants May Be Limited if Leases Are Not Subordinate to the Mortgage or Do Not Contain Attornment Provisions................... Some of the tenant leases contain provisions that require the tenant to attorn to (that is, recognize as landlord under the lease) a successor owner of the property following foreclosure. Some of the leases may be either subordinate to the liens created by the mortgage loans or else contain a provision that requires the tenant to subordinate the lease if the mortgagee agrees to enter into a non-disturbance agreement. In some states, if tenant leases are subordinate to the liens created by the mortgage loans and such leases do not contain attornment provisions, such leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, in the case of the foreclosure of a mortgaged property located in such a state and leased to one or more desirable tenants under leases that do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants' leases were terminated (e.g., if such tenants were paying above-market rents). If a lease is senior to a mortgage, the lender will not (unless it has otherwise agreed with the tenant) possess the right to dispossess the tenant upon foreclosure of the property, and if the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards), the provisions of the lease will take precedence over the provisions of the mortgage. If Mortgaged Properties Are Not in Compliance With Current Zoning Laws, You May Not Be Able to Restore Compliance Following a Casualty Loss................ Due to changes in applicable building and zoning ordinances and codes which have come into effect after the construction of improvements on certain of the mortgaged properties, some improvements may not comply fully with current zoning laws (including density, use, parking and set-back requirements) but may qualify as permitted non-confirming uses. Such changes may limit the ability of the related mortgagor to rebuild the premises "as is" in the event of a substantial casualty loss. Such limitations may adversely affect the ability of the mortgagor to meet its mortgage loan obligations from cash flow. 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. 32 Inspections of the Mortgaged Properties Were Limited...... The mortgaged properties were inspected by licensed engineers in connection with the origination of the mortgage loans to assess the structure, exterior walls, roofing interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located on the mortgaged properties. We cannot provide assurance that all conditions requiring repair or replacement have been identified in such inspections. Litigation Concerns........... There may be legal proceedings pending and, from time to time, threatened against the mortgagors or their affiliates relating to the business, or arising out of the ordinary course of business, of the mortgagors and their affiliates. We cannot provide assurance that such litigation will not have a material adverse effect on the distributions to you on your certificates. 33 DESCRIPTION OF THE TRUST FUNDS GENERAL The primary assets of each trust fund will consist of mortgage assets which include (i) one or more multifamily and/or commercial mortgage loans and participations therein, (ii) CMBS, (iii) direct obligations of the United States or other government agencies, or (iv) a combination of the assets described in clauses (i), (ii) and (iii). Each trust fund will be established by the depositor. Each mortgage asset will be selected by the depositor for inclusion in a trust fund from among those purchased, either directly or indirectly, from a prior holder thereof, which may or may not be the originator of such mortgage loan or the issuer of such CMBS and may be an affiliate of the depositor. The mortgage assets will not be guaranteed or insured by the depositor or any of its affiliates or, unless otherwise provided in the prospectus supplement, by any governmental agency or instrumentality or by any other person. The discussion below under the heading "--Mortgage Loans--Leases," unless otherwise noted, applies equally to mortgage loans underlying any CMBS included in a particular trust fund. MORTGAGE LOANS--LEASES General. The mortgage loans will be evidenced by mortgage notes secured by mortgages or deeds of trust or similar security instruments that create first or junior liens on, or installment contracts for the sale of, mortgaged properties consisting of (i) multifamily properties, which are residential properties consisting of five or more rental or cooperatively owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures, or (ii) commercial properties, which include office buildings, retail stores, hotels or motels, nursing homes, hospitals or other health care-related facilities, mobile home parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, mixed use or other types of income-producing properties or unimproved land. The multifamily properties may include mixed commercial and residential structures and may include apartment buildings owned by private cooperative housing corporations. If so specified in the prospectus supplement, each mortgage will create a first priority mortgage lien on a mortgaged property. A mortgage may create a lien on a borrower's leasehold estate in a property; however, the term of any such leasehold will exceed the term of the mortgage note by at least ten years. Each mortgage loan will have been originated by a person other than the depositor. If so specified in the prospectus supplement, mortgage assets for a series of certificates may include mortgage loans made on the security of real estate projects under construction. In that case, the prospectus supplement will describe the procedures and timing for making disbursements from construction reserve funds as portions of the related real estate project are completed. In addition, mortgage assets may include mortgage loans that are delinquent as of the date of issuance of a series of certificates. In that case, the prospectus supplement will set forth, as to each such mortgage loan, available information as to the period of such delinquency, any forbearance arrangement then in effect, the condition of the related mortgaged property and the ability of the mortgaged property to generate income to service the mortgage debt. Leases. To the extent specified in the prospectus supplement, the commercial properties may be leased to lessees that occupy all or a portion of such properties. Pursuant to a lease assignment, the borrower may assign its right, title and interest as lessor under each lease and the income derived therefrom to the mortgagee, while retaining a license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the mortgagee or its agent is entitled to collect the rents from the lessee for application to the monetary obligations of the borrower. State law may limit or restrict the enforcement of the lease assignments by a mortgagee until it takes possession of the mortgaged property and/or a receiver is appointed. See "Certain Legal Aspects of Mortgage Loans and Leases--Leases and Rents." Alternatively, to the extent specified in the prospectus supplement, the borrower and the mortgagee may agree that payments under leases are to be made directly to a servicer. To the extent described in the prospectus supplement, the leases, which may include "bond-type" or "credit-type" leases, may require the lessees to pay rent that is sufficient in the aggregate to cover all scheduled payments of principal and interest on the mortgage loans and, in certain cases, their pro rata 34 share of the operating expenses, insurance premiums and real estate taxes associated with the mortgaged properties. A "bond-type" lease is a lease between a lessor and a lessee for a specified period of time with specified rent payments that are at least sufficient to repay the related note(s). A bond-type lease requires the lessee to perform and pay for all obligations related to the leased premises and provides that, no matter what occurs with regard to the leased premises, the lessee is obligated to continue to pay its rent. A "credit-type" lease is a lease between a lessor and a lessee for a specified period of time with specified rent payments at least sufficient to repay the related note(s). A credit-type lease requires the lessee to perform and pay for most of the obligations related to the leased premises, excluding only a few landlord duties which remain the responsibility of the borrower/lessor. Leases (other than bond-type leases) may require the borrower to bear costs associated with structural repairs and/or the maintenance of the exterior or other portions of the mortgaged property or provide for certain limits on the aggregate amount of operating expenses, insurance premiums, taxes and other expenses that the lessees are required to pay. If so specified in the prospectus supplement, under certain circumstances the lessees may be permitted to set off their rental obligations against the obligations of the borrowers under the leases. In those cases where payments under the leases (net of any operating expenses payable by the borrowers) are insufficient to pay all of the scheduled principal and interest on the mortgage loans, the borrowers must rely on other income or sources generated by the mortgaged property to make payments on the mortgage loan. To the extent specified in the prospectus supplement, some commercial properties may be leased entirely to one lessee. This is generally the case in bond-type leases and credit-type leases. In such cases, absent the availability of other funds, the borrower must rely entirely on rent paid by such lessee in order for the borrower to pay all of the scheduled principal and interest on the related commercial loan. To the extent specified in the prospectus supplement, some leases (not including bond-type leases) may expire prior to the stated maturity of the mortgage loan. In such cases, upon expiration of the leases the borrowers will have to look to alternative sources of income, including rent payment by any new lessees or proceeds from the sale or refinancing of the mortgaged property, to cover the payments of principal and interest due on the mortgage loans unless the lease is renewed. As specified in the prospectus supplement, some leases may provide that upon the occurrence of a casualty affecting a mortgaged property, the lessee will have the right to terminate its lease, unless the borrower, as lessor, is able to cause the mortgaged property to be restored within a specified period of time. Some leases may provide that it is the lessor's responsibility to restore the mortgaged property to its original condition after a casualty. Some leases may provide that it is the lessee's responsibility to restore the mortgaged property to its original condition after a casualty. Some leases may provide a right of termination to the lessee if a taking of a material or specified percentage of the leased space in the mortgage property occurs, or if the ingress or egress to the leased space has been materially impaired. Default and Loss Considerations with Respect to the Mortgage Loans. Mortgage loans secured by liens on income-producing properties are substantially different from loans which are secured by owner-occupied single-family homes. The repayment of a loan secured by a lien on an income producing property is typically dependent upon the successful operation of such property (that is, its ability to generate income). Moreover, some or all of the mortgage loans included in a trust fund may be non-recourse loans, which means that, absent special facts, recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that the borrower pledged to secure repayment of the mortgage loan. Lenders typically look to the Debt Service Coverage Ratio of a loan secured by income-producing property as an important measure of the risk of default on such a loan. As more fully set forth in the prospectus supplement, the Debt Service Coverage Ratio of a mortgage loan at any given time is the ratio of (i) the Net Operating Income of the mortgaged property for a twelve-month period to (ii) the annualized scheduled payments on the mortgage loan and on any other loan that is secured by a lien on the mortgaged property prior to the lien of the mortgage. As more fully set forth in the prospectus supplement, Net Operating Income means, for any given period, the total operating revenues derived from a mortgaged property, minus the total operating expenses incurred in respect of the mortgaged property other than (i) non-cash items such as depreciation and amortization, (ii) capital expenditures and (iii) debt service on loans (including the mortgage loan) secured by liens on the mortgaged property. The Net Operating Income of a mortgaged property will fluctuate over time and may not be sufficient to cover 35 debt service on the mortgage loan at any given time. An insufficiency of Net Operating Income can be compounded or solely caused by an adjustable rate mortgage loan. As the primary source of the operating revenues of a non-owner occupied income-producing property, the condition of the applicable real estate market and/or area economy may effect rental income (and maintenance payments from tenant-stockholders of a private cooperative housing corporation). In addition, properties typically leased, occupied or used on a short-term basis, such as certain health-care-related facilities, hotels and motels, and mini warehouse and self-storage facilities, tend to be affected more rapidly by changes in market or business conditions than do properties typically leased, occupied or used for longer periods, such as warehouses, retail stores, office buildings and industrial plants. Commercial loans may be secured by owner-occupied mortgaged properties or mortgaged properties leased to a single tenant. Accordingly, a decline in the financial condition of the mortgagor or single tenant, as applicable, may have a disproportionately greater effect on the Net Operating Income from such mortgaged properties than the case of mortgaged properties with multiple tenants. The Debt Service Coverage Ratio should not be relied upon as the sole measure of the risk of default of any loan, however, since other factors may outweigh a high Debt Service Coverage Ratio. With respect to a balloon mortgage loan, for example, the risk of default as a result of the unavailability of a source of funds to finance the related balloon payment at maturity on terms comparable to or better than those of the balloon mortgage loans could be significant even though the related Debt Service Coverage Ratio is high. Increases in operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or changes in governmental rules, regulations and fiscal policies may also affect the risk of default on a mortgage loan. As may be further described in the prospectus supplement, in some cases leases of mortgaged properties may provide that the lessee, rather than the borrower/landlord, is responsible for payment of operating expenses. However, the existence of such "net of expense" provisions will result in stable Net Operating Income to the borrower/landlord only to the extent that the lessee is able to absorb operating expense increases while continuing to make rent payments. See "--Leases" above. While the duration of leases and the existence of any "net of expense" provisions are often viewed as the primary considerations in evaluating the credit risk of mortgage loans secured by certain income-producing properties, such risk may be affected equally or to a greater extent by changes in government regulation of the operator of the property. Examples of the latter include mortgage loans secured by health care-related facilities, the income from which and the operating expenses of which are subject to state and/or federal regulations, such as Medicare and Medicaid, and multifamily properties and mobile home parks, which may be subject to state or local rent control regulation and, in certain cases, restrictions on changes in use of the property. Low- and moderate-income housing in particular may be subject to legal limitations and regulations but, because of such regulations, may also be less sensitive to fluctuations in market rents generally. Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a measure of risk of loss if a property must be liquidated following a default. The lower the Loan-to-Value Ratio, the greater the percentage of the borrower's equity in a mortgaged property, and thus the greater the cushion provided to the lender against loss on liquidation following a default. Loan-to-Value Ratios will not necessarily constitute an accurate measure of the risk of liquidation loss in a pool of mortgage loans. For example, the value of a mortgaged property as of the date of initial issuance of the related series of certificates may be less than the fair market value of the mortgaged property determined in an appraisal determined at loan origination, and will likely continue to fluctuate from time to time based upon changes in economic conditions and the real estate market. Moreover, even when current, an appraisal is not necessarily a reliable estimate of value. Appraised values of income-producing properties are generally based on the market comparison method (recent resale value of comparable properties at the date of the appraisal), the cost replacement method (the cost of replacing the property at such date), the income capitalization method (a projection of value based upon the property's projected net cash flow), or upon a selection from or interpolation of the values derived from 36 such methods. Each of these appraisal methods can present analytical difficulties. It is often difficult to find truly comparable properties that have recently been sold; the replacement cost of a property may have little to do with its current market value; and income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate. Where more than one of these appraisal methods are used and provide significantly different results, an accurate determination of value and, correspondingly, a reliable analysis of default and loss risks, is even more difficult. While the depositor believes that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, there is no assurance that all of such factors will in fact have been prudently considered by the originators of the mortgage loans, or that, for a particular mortgage loan, they are complete or relevant. See "Risk Factors--Net Operating Income Produced by a Mortgaged Property May Be Inadequate to Repay the Mortgage Loans" and "--Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default." Payment Provisions of the Mortgage Loans. Unless otherwise specified in the prospectus supplement, all of the mortgage loans will have original terms to maturity of not more than 40 years and will provide for scheduled payments of principal, interest or both, to be made on specified dates that occur monthly or quarterly or at such other interval as is specified in the prospectus supplement. A mortgage loan (i) may provide for no accrual of interest or for accrual of interest thereon at an interest rate that is fixed over its term or that adjusts from time to time, or that may be converted at the borrower's election from an adjustable to a fixed interest rate, or from a fixed to an adjustable interest rate, (ii) may provide for the formula, index or other method by which the interest rate will be calculated, (iii) may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reflect the occurrence of certain events, and may permit negative amortization or accelerated amortization, (iv) may be fully amortizing over its term to maturity, or may provide for little or no amortization over its term and thus require a balloon payment on its stated maturity date, and (v) may contain a prohibition on prepayment for a specified lockout period or require payment of a prepayment premium or a yield maintenance penalty in connection with a prepayment, in each case as described in the prospectus supplement. A mortgage loan may also contain an equity participation provision that entitles the lender to a share of profits realized from the operation or disposition of the mortgaged property, as described in the prospectus supplement. If holders of any series or class of offered certificates will be entitled to all or a portion of a prepayment premium or an equity participation, the prospectus supplement will describe the prepayment premium and/or equity participation and the method or methods by which any such amounts will be allocated to holders. Mortgage Loan Information in Prospectus Supplements. Each prospectus supplement will contain certain information pertaining to the mortgage loans in the related trust fund which will generally include the following: (i) the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans as of the applicable Cut-Off Date, (ii) the type or types of property that provide security for repayment of the mortgage loans, (iii) the original and remaining terms to maturity of the mortgage loans and the seasoning of the mortgage loans, (iv) the earliest and latest origination date and maturity date and weighted average original and remaining terms to maturity (or for ARD loans, the anticipated repayment date) of the mortgage loans, (v) the original Loan-to-Value Ratios of the mortgage loans, (vi) the mortgage interest rates or range of mortgage interest rates and the weighted average mortgage interest rate carried by the mortgage loans, (vii) the geographic distribution of the mortgaged properties on a state-by-state basis, (viii) information with respect to the prepayment provisions, if any, of the mortgage loans, (ix) with respect to adjustable rate mortgage loans, the index or indices upon which such adjustments are based, the adjustment dates, the range of gross margins and the weighted average gross margin, and any limits on mortgage interest rate adjustments at the time of any adjustment and over the life of the adjustable rate mortgage loans, (x) Debt Service Coverage Ratios either at origination or as of a more recent date (or both) and (xi) information regarding the payment characteristics of the mortgage loans, including without limitation balloon payment and other amortization provisions. In appropriate cases, the prospectus supplement will also contain certain information available to the depositor that pertains to the provisions of leases and the nature of tenants 37 of the mortgaged properties. If specific information regarding the mortgage loans is not known to the depositor at the time the certificates are initially offered, the depositor will provide more general information of the nature described above in the prospectus supplement, and the depositor will set forth specific information of the nature described above in a report which will be available to purchasers of the related certificates at or before the initial issuance thereof and will be filed as part of a Current Report on Form 8-K with the Securities and Exchange Commission within 15 days following such issuance. CMBS CMBS may include (i) private (that is, not guaranteed or insured by the United States or any agency or instrumentality thereof) mortgage participations, mortgage pass-through certificates or other mortgage-backed securities such as mortgage-backed securities that are similar to a series of certificates or (ii) certificates insured or guaranteed by Freddie Mac, Fannie Mae, Ginnie Mae or Farmer Mac, provided that each CMBS will evidence an interest in, or will be secured by a pledge of, mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus. The CMBS may have been issued in one or more classes with characteristics similar to the classes of certificates described in this prospectus. Distributions in respect of the CMBS will be made by the CMBS servicer or the CMBS trustee on the dates specified in the prospectus supplement. The CMBS issuer or the CMBS servicer or another person specified in the prospectus supplement may have the right or obligation to repurchase or substitute assets underlying the CMBS after a certain date or under other circumstances specified in the prospectus supplement. Reserve funds, subordination or other credit support similar to that described for the certificates under "Description of Credit Support" may have been provided with respect to the CMBS. The type, characteristics and amount of such credit support, if any, will be a function of the characteristics of the underlying mortgage loans and other factors and generally will have been established on the basis of the requirements of any rating agency that may have assigned a rating to the CMBS, or by the initial purchasers of the CMBS. The prospectus supplement for certificates that evidence interests in CMBS will specify, to the extent available and deemed material, (i) the aggregate approximate initial and outstanding principal amount and type of the CMBS to be included in the trust fund, (ii) the original and remaining term to stated maturity of the CMBS, if applicable, (iii) the pass-through or bond rate of the CMBS or the formula for determining such rates, (iv) the payment characteristics of the CMBS, (v) the CMBS issuer, CMBS servicer and CMBS trustee, (vi) a description of the credit support, if any, (vii) the circumstances under which the related underlying mortgage loans, or the CMBS themselves, may be purchased prior to their maturity, (viii) the terms on which mortgage loans may be substituted for those originally underlying the CMBS, (ix) the servicing fees payable under the CMBS agreement, (x) the type of information in respect of the underlying mortgage loans described under "--Mortgage Loans--Leases--Mortgage Loan Information in Prospectus Supplements" and (xi) the characteristics of any cash flow agreements that relate to the CMBS. To the extent required under the securities laws, CMBS included among the assets of a trust fund will (i) either have been registered under the Securities Act of 1933, as amended, or be eligible for resale under Rule 144(k) under the Securities Act of 1933, as amended, and (ii) have been acquired in a bona fide secondary market transaction and not from the issuer or an affiliate. CERTIFICATE ACCOUNTS Each trust fund will include one or more certificate accounts established and maintained on behalf of the certificateholders into which the person or persons designated in the prospectus supplement will, to the extent described in this prospectus and in the prospectus supplement, deposit all payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund. A certificate account may be maintained as an interest bearing or a non-interest bearing account, and funds held therein may be held as cash or invested in certain short-term, investment grade obligations, in each case as described in the prospectus supplement. 38 CREDIT SUPPORT If so provided in the prospectus supplement, partial or full protection against certain defaults and losses on the mortgage assets in the trust fund may be provided to one or more classes of certificates in the form of subordination of one or more other classes of certificates or by one or more other types of credit support, such as over collateralization, a letter of credit, insurance policy, guarantee or reserve fund, or by a combination thereof. The amount and types of credit support, the identity of the entity providing it (if applicable) and related information with respect to each type of credit support, if any, will be set forth in the prospectus supplement for the certificates of each series. The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe in the same fashion any similar forms of credit support that are provided by or with respect to, or are included as part of the trust fund evidenced by or providing security for, such CMBS to the extent information is available and deemed material. The type, characteristic and amount of credit support will be determined based on the characteristics of the mortgage assets and other factors and will be established, in part, on the basis of requirements of each rating agency rating a series of certificates. If so specified in the prospectus supplement, any credit support may apply only in the event of certain types of losses or delinquencies and the protection against losses or delinquencies provided by such credit support will be limited. See "Risk Factors--Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates" and "Description of Credit Support." CASH FLOW AGREEMENTS If so provided in the prospectus supplement, the trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related series will be invested at a specified rate. The trust fund may also include interest rate exchange agreements, interest rate cap or floor agreements, currency exchange agreements or similar agreements designed to reduce the effects of interest rate or currency exchange rate fluctuations on the mortgage assets or on one or more classes of certificates. The principal terms of any guaranteed investment contract or other agreement, and the identity of the obligor under any guaranteed investment contract or other agreement, will be described in the prospectus supplement. PRE-FUNDING If so provided in the prospectus supplement, a trust fund may include amounts on deposit in a separate pre-funding account that may be used by the trust fund to acquire additional mortgage assets. Amounts in a pre-funding account will not exceed 25% of the pool balance of the trust fund as of the Cut-Off Date. Additional mortgage assets will be selected using criteria that are substantially similar to the criteria used to select the mortgage assets included in the trust fund on the closing date. The trust fund may acquire such additional mortgage assets for a period of time of not more than 120 days after the closing date for the related series of certificates. Amounts on deposit in the pre-funding account after the end of the pre-funding period will be distributed to certificateholders or such other person as set forth in the prospectus supplement. In addition, a trust fund may include a separate capitalized interest account. Amounts on deposit in the capitalized interest account may be used to supplement investment earnings, if any, of amounts on deposit in the pre-funding account, supplement interest collections of the trust fund, or such other purpose as specified in the prospectus supplement. Amounts on deposit in the capitalized interest account and pre-funding account generally will be held in cash or invested in short-term investment grade obligations. Any amounts on deposit in the capitalized interest account will be released after the end of the pre-funding period as specified in the prospectus supplement. See "Risk Factors--Unused Amounts in Pre-Funding Accounts May Be Returned to You as a Prepayment." 39 YIELD CONSIDERATIONS GENERAL The yield on any offered certificate will depend on the price paid by the certificateholder, the pass-through rate of the certificate and the amount and timing of distributions on the certificate. See "Risk Factors--Prepayments and Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield." The following discussion contemplates a trust fund that consists solely of mortgage loans. While you generally can expect the characteristics and behavior of mortgage loans underlying CMBS to have the same effect on the yield to maturity and/or weighted average life of a class of certificates as will the characteristics and behavior of comparable mortgage loans, the effect may differ due to the payment characteristics of the CMBS. If a trust fund includes CMBS, the prospectus supplement will discuss the effect that the CMBS payment characteristics may have on the yield to maturity and weighted average lives of the offered certificates. PASS-THROUGH RATE The certificates of any class within a series may have a fixed, variable or adjustable pass-through rate, which may or may not be based upon the interest rates borne by the mortgage loans in the related trust fund. The prospectus supplement will specify the pass-through rate for each class of certificates or, in the case of a class of offered certificates with a variable or adjustable pass-through rate, the method of determining the pass-through rate; the effect, if any, of the prepayment of any mortgage loan on the pass-through rate of one or more classes of offered certificates; and whether the distributions of interest on the offered certificates of any class will be dependent, in whole or in part, on the performance of any obligor under a cash flow agreement. PAYMENT DELAYS A period of time will elapse between the date upon which payments on the mortgage loans in the related trust fund are due and the distribution date on which such payments are passed through to certificateholders. That delay will effectively reduce the yield that would otherwise be produced if payments on such mortgage loans were distributed to certificateholders on or near the date they were due. SHORTFALLS IN COLLECTIONS OF INTEREST RESULTING FROM PREPAYMENTS When a borrower makes a principal prepayment on a mortgage loan in full or in part, the borrower is generally charged interest only for the period from the date on which the preceding scheduled payment was due up to the date of such prepayment, instead of for the full accrual period, that is, the period from the due date of the preceding scheduled payment up to the due date for the next scheduled payment. However, interest accrued on any series of certificates and distributable thereon on any distribution date will generally correspond to interest accrued on the principal balance of mortgage loans for their respective full accrual periods. Consequently, if a prepayment on any mortgage loan is distributable to certificateholders on a particular distribution date, but such prepayment is not accompanied by interest thereon for the full accrual period, the interest charged to the borrower (net of servicing and administrative fees) may be less than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series. If and to the extent that any prepayment interest shortfall is allocated to a class of offered certificates, the yield on the offered certificates will be adversely affected. The prospectus supplement will describe the manner in which any prepayment interest shortfalls will be allocated among the classes of certificates. If so specified in the prospectus supplement, the master servicer will be required to apply some or all of its servicing compensation for the corresponding period to offset the amount of any prepayment interest shortfalls. The prospectus supplement will also describe any other amounts available to offset prepayment interest shortfalls. See "Description of the Pooling and Servicing Agreements--Servicing Compensation and Payment of Expenses." PREPAYMENT CONSIDERATIONS A certificate's yield to maturity will be affected by the rate of principal payments on the mortgage loans in the related trust fund and the allocation of those principal payments to reduce the principal 40 balance (or notional amount, if applicable) of the certificate. The rate of principal payments on the mortgage loans will in turn be affected by the amortization schedules of the mortgage loans (which, in the case of adjustable rate mortgage loans, will change periodically to accommodate adjustments to their mortgage interest rates), the dates on which any balloon payments are due, and the rate of principal prepayments thereon (including for this purpose, prepayments resulting from liquidations of mortgage loans due to defaults, casualties or condemnations affecting the mortgaged properties, or purchases of mortgage loans out of the trust fund). Because the rate of principal prepayments on the mortgage loans in any trust fund will depend on future events and a variety of factors (as discussed more fully below), it is impossible to predict with assurance a certificate's yield to maturity. The extent to which the yield to maturity of a class of offered certificates of any series may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans in the related trust fund are in turn distributed on such certificates (or, in the case of a class of Stripped Interest Certificates, result in the reduction of the notional amount of the Stripped Interest Certificate). Further, an investor should consider, in the case of any offered certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans in the trust fund could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a prepayment of principal on the mortgage loans is distributed on an offered certificate purchased at a discount or premium (or, if applicable, is allocated in reduction of the notional amount thereof), the greater will be the effect on the investor's yield to maturity. As a result, the effect on an investor's yield of principal payments (to the extent distributable in reduction of the principal balance or notional amount of the investor's offered certificates) occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments. A class of certificates, including a class of offered certificates, may provide that on any distribution date the holders of certificates are entitled to a pro rata share of the prepayments (including prepayments occasioned by defaults) on the mortgage loans in the related trust fund that are distributable on that date, to a disproportionately large share (which, in some cases, may be all) of such prepayments, or to a disproportionately small share (which, in some cases, may be none) of the prepayments. As and to the extent described in the prospectus supplement, the entitlements of the various classes of certificateholders of any series to receive payments (and, in particular, prepayments) of principal of the mortgage loans in the related trust fund may vary based on the occurrence of certain events (e.g., the retirement of one or more classes of a series of certificates) or subject to certain contingencies (e.g., prepayment and default rates with respect to the mortgage loans). In general, the notional amount of a class of Stripped Interest Certificates will either (i) be based on the principal balances of some or all of the mortgage assets in the related trust fund or (ii) equal the certificate balances of one or more of the other classes of certificates of the same series. Accordingly, the yield on such Stripped Interest Certificates will be directly related to the amortization of the mortgage assets or classes of certificates, as the case may be. Thus, if a class of certificates of any series consists of Stripped Interest Certificates or Stripped Principal Certificates, a lower than anticipated rate of principal prepayments on the mortgage loans in the related trust fund will negatively affect the yield to investors in Stripped Principal Certificates, and a higher than anticipated rate of principal prepayments on the mortgage loans will negatively affect the yield to investors in Stripped Interest Certificates. The depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of multifamily or commercial mortgage loans. However, the extent of prepayments of principal of the mortgage loans in any trust fund may be affected by a number of factors, including, without limitation, the availability of mortgage credit, the relative economic vitality of the area in which the mortgaged properties are located, the quality of management of the mortgaged properties, the servicing of the mortgage loans, possible changes in tax laws and other opportunities for investment. In addition, the rate of principal payments on the mortgage loans in any 41 trust fund may be affected by the existence of lockout periods and requirements that principal prepayments be accompanied by prepayment premiums, and by the extent to which such provisions may be practicably enforced. The rate of prepayment on a pool of mortgage loans is also affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. In addition, as prevailing market interest rates decline, even borrowers with adjustable rate mortgage loans that have experienced a corresponding interest rate decline may have an increased incentive to refinance for purposes of either (i) converting to a fixed rate loan and thereby "locking in" such rate or (ii) taking advantage of the initial "teaser rate" (a mortgage interest rate below what it would otherwise be if the applicable index and gross margin were applied) on another adjustable rate mortgage loan. Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell mortgaged properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation benefits. The depositor will make no representation as to the particular factors that will affect the prepayment of the mortgage loans in any trust fund, as to the relative importance of such factors, as to the percentage of the principal balance of the mortgage loans that will be paid as of any date or as to the overall rate of prepayment on the mortgage loans. WEIGHTED AVERAGE LIFE AND MATURITY The rate at which principal payments are received on the mortgage loans in a trust fund will affect the ultimate maturity and the weighted average life of one or more classes of a series of certificates. Weighted average life refers to the average amount of time that will elapse from the date of issuance of an instrument until each dollar of the principal amount of such instrument is repaid to the investor. The weighted average life and maturity of a class of certificates of a series will be influenced by the rate at which principal on the mortgage loans, whether in the form of scheduled amortization or prepayments (for this purpose, the term "prepayment" includes voluntary prepayments, liquidations due to default and purchases of mortgage loans out of the trust fund), is paid to that class of certificateholders. Prepayment rates on loans are commonly measured relative to a prepayment standard or model, such as the CPR prepayment model or the SPA prepayment model. CPR represents an assumed constant rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of loans for the life of those loans. SPA represents an assumed variable rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of loans, with different prepayment assumptions often expressed as percentages of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum of the then outstanding principal balance of loans in the first month of the life of the loans and an additional 0.2% per annum in each following month until the 30th month. Beginning in the 30th month, and in each following month during the life of the loans, 100% of SPA assumes a constant prepayment rate of 6% per annum each month. Neither CPR nor SPA nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any particular pool of loans. Moreover, the CPR and SPA models were developed based upon historical prepayment experience for single-family loans. Thus, it is unlikely that the prepayment experience of the mortgage loans included in any trust fund will conform to any particular level of CPR or SPA. The prospectus supplement for each series of certificates will contain tables, if applicable, setting forth the projected weighted average life of each class of offered certificates and the percentage of the initial certificate balance of each class that would be outstanding on specified distribution dates based on the assumptions stated in the prospectus supplement, including assumptions that borrowers make prepayments on the mortgage loans at rates corresponding to various percentages of CPR or SPA, or at such other rates specified in the prospectus supplement. The tables and assumptions will illustrate the 42 sensitivity of the weighted average lives of the certificates to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certificates. CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES A series of certificates may include one or more controlled amortization classes that are designed to provide increased protection against prepayment risk by transferring that risk to one or more companion classes. Unless otherwise specified in the prospectus supplement, each controlled amortization class will either be a planned amortization class or a targeted amortization class. In general, distributions of principal on a planned amortization class of certificates are made in accordance with a specified amortization schedule so long as prepayments on the underlying mortgage loans occur within a specified range of constant prepayment rates and, as described below, so long as one or more companion classes remain to absorb excess cash flows and make up for shortfalls. For example, if the rate of prepayments is significantly higher than expected, the excess prepayments will be applied to retire the companion classes prior to reducing the principal balance of a planned amortization class. If the rate of prepayments is significantly lower than expected, a disproportionately large portion of prepayments may be applied to a planned amortization class. Once the companion classes for a planned amortization class are retired, the planned amortization class of certificates will have no further prepayment protection. A targeted amortization class of certificates is similar to a planned amortization class of certificates, but a targeted amortization class structure generally does not draw on companion classes to make up cash flow shortfalls, and will generally not provide protection to the targeted amortization class against the risk that prepayments occur more slowly than expected. In general, the reduction of prepayment risk afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series (any of which may also be a class of offered certificates) which absorb a disproportionate share of the overall prepayment risk of a given structure. As more particularly described in the prospectus supplement, the holders of a companion class will receive a disproportionately large share of prepayments when the rate of prepayment exceeds the rate assumed in structuring the controlled amortization class, and (in the case of a companion class that supports a planned amortization class of certificates) a disproportionately small share of prepayments (or no prepayments) when the rate of prepayment falls below that assumed rate. Thus, as and to the extent described in the prospectus supplement, a companion class will absorb a disproportionate share of the risk that a relatively fast rate of prepayments will result in the early retirement of the investment, that is, "call risk," and, if applicable, the risk that a relatively slow rate of prepayments will extend the average life of the investment, that is, "extension risk", that would otherwise be allocated to the related controlled amortization class. Accordingly, companion classes can exhibit significant average life variability. OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans included in a trust fund may require that balloon payments be made at maturity. Because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the loan or to sell the mortgaged property, there is a risk that mortgage loans that require balloon payments may default at maturity, or that the maturity of such a mortgage loan may be extended in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the borrower or adverse conditions in the market where the property is located. In order to minimize losses on defaulted mortgage loans, the master servicer or a special servicer, to the extent and under the circumstances set forth in this prospectus and in the prospectus supplement, may be authorized to modify mortgage loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modification that extends the maturity of a mortgage loan may delay distributions of principal on a class of offered certificates and thereby extend the weighted average life of the certificates and, if the certificates were purchased at a discount, reduce the yield thereon. Negative Amortization. Mortgage loans that permit negative amortization can affect the weighted average life of a class of certificates. In general, mortgage loans that permit negative amortization by their 43 terms limit the amount by which scheduled payments may adjust in response to changes in mortgage interest rates and/or provide that scheduled payment amounts will adjust less frequently than the mortgage interest rates. Accordingly, during a period of rising interest rates, the scheduled payment on a mortgage loan that permits negative amortization may be less than the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable mortgage interest rate. In that case, the mortgage loan balance would amortize more slowly than necessary to repay it over its schedule and, if the amount of scheduled payment were less than the amount necessary to pay current interest at the applicable mortgage interest rate, the loan balance would negatively amortize to the extent of the amount of the interest shortfall. Conversely, during a period of declining interest rates, the scheduled payment on a mortgage loan that permits negative amortization may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable mortgage interest rate. In that case, the excess would be applied to principal, thereby resulting in amortization at a rate faster than necessary to repay the mortgage loan balance over its schedule. A slower or negative rate of mortgage loan amortization would correspondingly be reflected in a slower or negative rate of amortization for one or more classes of certificates of the related series. Accordingly, the weighted average lives of mortgage loans that permit negative amortization (and that of the classes of certificates to which any such negative amortization would be allocated or which would bear the effects of a slower rate of amortization on the mortgage loans) may increase as a result of such feature. A faster rate of mortgage loan amortization will shorten the weighted average life of the mortgage loans and, correspondingly, the weighted average lives of those classes of certificates then entitled to a portion of the principal payments on those mortgage loans. The prospectus supplement will describe, if applicable, the manner in which negative amortization in respect of the mortgage loans in any trust fund is allocated among the respective classes of certificates of the related series. Foreclosures and Payment Plans. The number of foreclosures and the principal amount of the mortgage loans that are foreclosed in relation to the number and principal amount of mortgage loans that are repaid in accordance with their terms will affect the weighted average lives of those mortgage loans and, accordingly, the weighted average lives of and yields on the certificates of the related series. Servicing decisions made with respect to the mortgage loans, including the use of payment plans prior to a demand for acceleration and the restructuring of mortgage loans in bankruptcy proceedings, may also have an effect upon the payment patterns of particular mortgage loans and thus the weighted average lives of and yields on the certificates of the related series. Losses and Shortfalls on the Mortgage Assets. The yield to holders of the offered certificates of any series will directly depend on the extent to which such holders are required to bear the effects of any losses or shortfalls in collections arising out of defaults on the mortgage assets in the related trust fund and the timing of such losses and shortfalls. In general, the earlier that any such loss or shortfall occurs, the greater will be the negative effect on yield for any class of certificates that is required to bear the effects of the loss or shortfall. The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of credit support) will be allocated among the classes of certificates of the related series in the priority and manner, and subject to the limitations, specified in the prospectus supplement. As described in the prospectus supplement, such allocations may result in reductions in the entitlements to interest and/or certificate balances of one or more classes of certificates, or may be effected simply by a prioritization of payments among the classes of certificates. The yield to maturity on a class of subordinate certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage assets in the related trust fund. Additional Certificate Amortization. In addition to entitling certificateholders to a specified portion (which may range from none to all) of the principal payments received on the mortgage assets in the related trust fund, one or more classes of certificates of any series, including one or more classes of offered certificates of a series, may provide for distributions of principal from (i) amounts attributable to interest accrued but not currently distributable on one or more classes of Accrual Certificates, (ii) excess funds or (iii) any other amounts described in the prospectus supplement. As specifically set forth in the prospectus supplement, "excess funds" generally will represent that portion of the amounts distributable in respect 44 of the certificates of any series on any distribution date that represent (i) interest received or advanced on the mortgage assets in the related trust fund that is in excess of the interest currently distributable on that series of certificates, as well as any interest accrued but not currently distributable on any Accrual Certificates of that series or (ii) prepayment premiums, payments from equity participations entitling the lender to a share of profits realized from the operation or disposition of the mortgaged property, or any other amounts received on the mortgage assets in the trust fund that do not constitute interest thereon or principal thereof. The amortization of any class of certificates out of the sources described in the preceding paragraph would shorten the weighted average life of certificates and, if those certificates were purchased at a premium, reduce the yield on those certificates. The prospectus supplement will discuss the relevant factors that you should consider in determining whether distributions of principal of any class of certificates out of such sources would have any material effect on the rate at which your certificates are amortized. THE DEPOSITOR Wachovia Commercial Mortgage Securities, Inc., the depositor, is a North Carolina corporation organized on August 17, 1988 as a wholly-owned subsidiary of Wachovia Bank, National Association (formerly known as First Union National Bank), a national banking association with its main office located in Charlotte, North Carolina. Wachovia Bank, National Association is a subsidiary of Wachovia Corporation, a North Carolina corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Wachovia Corporation is a financial holding company under the Gramm-Leach-Bliley Act. The depositor's principal business is to acquire, hold and/or sell or otherwise dispose of cash flow assets, usually in connection with the securitization of that asset. The depositor maintains its principal office at 301 South College Street, Charlotte, North Carolina 28288-0166. Its telephone number is 704-374-6161. There can be no assurance that the depositor will have any significant assets. USE OF PROCEEDS The net proceeds to be received from the sale of certificates will be applied by the depositor to the purchase of trust assets or will be used by the depositor for general corporate purposes. The depositor expects to sell the certificates from time to time, but the timing and amount of offerings of certificates will depend on a number of factors, including the volume of mortgage assets acquired by the depositor, prevailing interest rates, availability of funds and general market conditions. 45 DESCRIPTION OF THE CERTIFICATES GENERAL In the aggregate, the certificates of each series of certificates will represent the entire beneficial ownership interest in the trust fund created pursuant to the related pooling and servicing agreement. Each series of certificates may consist of one or more classes of certificates (including classes of offered certificates), and such class or classes may (i) provide for the accrual of interest thereon at a fixed, variable or adjustable rate; (ii) be senior or subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates; (iii) be entitled, as Stripped Principal Certificates, to distributions of principal with disproportionately small, nominal or no distributions of interest; (iv) be entitled, as Stripped Interest Certificates, to distributions of interest with disproportionately small, nominal or no distributions of principal; (v) provide for distributions of principal and/or interest thereon that commence only after the occurrence of certain events such as the retirement of one or more other classes of certificates of such series; (vi) provide for distributions of principal to be made, from time to time or for designated periods, at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund; (vii) provide for distributions of principal to be made, subject to available funds, based on a specified principal payment schedule or other methodology; and/or (viii) provide for distributions based on a combination of two or more components thereof with one or more of the characteristics described in this paragraph, including a Stripped Principal Certificate component and a Stripped Interest Certificate component, to the extent of available funds, in each case as described in the prospectus supplement. Any such classes may include classes of offered certificates. With respect to certificates with two or more components, references in this prospectus to certificate balance, notional amount and pass-through rate refer to the principal balance, if any, notional amount, if any, and the pass-through rate, if any, for that component. Each class of offered certificates of a series will be issued in minimum denominations corresponding to the certificate balances or, in the case of Stripped Interest Certificates or REMIC residual certificates, notional amounts or percentage interests specified in the prospectus supplement. As provided in the prospectus supplement, one or more classes of offered certificates of any series may be issued in fully registered, definitive form or may be offered in book-entry format through the facilities of DTC. The offered certificates of each series (if issued as definitive certificates) may be transferred or exchanged, subject to any restrictions on transfer described in the prospectus supplement, at the location specified in the prospectus supplement, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith. Interests in a class of book-entry certificates will be transferred on the book-entry records of DTC and its participating organizations. See "Risk Factors--Your Ability to Resell Certificates May Be Limited Because of Their Characteristics," and "--The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates." DISTRIBUTIONS Distributions on the certificates of each series will be made by or on behalf of the trustee or master servicer on each distribution date as specified in the prospectus supplement from the Available Distribution Amount for such series and such distribution date. Except as otherwise specified in the prospectus supplement, distributions on the certificates of each series (other than the final distribution in retirement of any certificate) will be made to the persons in whose names those certificates are registered on the record date, which is the close of business on the last business day of the month preceding the month in which the applicable distribution date occurs, and the amount of each distribution will be determined as of the close of business on the determination date that is specified in the prospectus supplement. All distributions with respect to each class of certificates on each distribution date will be allocated pro rata among the outstanding certificates in that class. The trustee will make payments either by wire transfer in immediately available funds to the account of a certificateholder at a bank or other entity having appropriate facilities therefor, if such certificateholder has provided the trustee or other person required to make such payments with wiring instructions (which may be provided 46 in the form of a standing order applicable to all subsequent distributions) no later than the date specified in the prospectus supplement (and, if so provided in the prospectus supplement, such certificateholder holds certificates in the requisite amount or denomination specified in the prospectus supplement), or by check mailed to the address of the certificateholder as it appears on the certificate register; provided, however, that the trustee will make the final distribution in retirement of any class of certificates (whether definitive certificates or book-entry certificates) only upon presentation and surrender of the certificates at the location specified in the notice to certificateholders of such final distribution. DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES Each class of certificates of each series (other than certain classes of Stripped Principal Certificates and certain REMIC residual certificates that have no pass-through rate) may have a different pass-through rate which may be fixed, variable or adjustable. The prospectus supplement will specify the pass-through rate or, in the case of a variable or adjustable pass-through rate, the method for determining the pass-through rate, for each class. Unless otherwise specified in the prospectus supplement, interest on the certificates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Distributions of interest in respect of the certificates of any class (other than any class of Accrual Certificates that will be entitled to distributions of accrued interest commencing only on the distribution date, or under the circumstances, specified in the prospectus supplement, and other than any class of Stripped Principal Certificates or REMIC residual certificates that is not entitled to any distributions of interest) will be made on each distribution date based on the Accrued Certificate Interest for such class and such distribution date, subject to the sufficiency of the portion of the Available Distribution Amount allocable to such class on such distribution date. Prior to the time interest is distributable on any class of Accrual Certificates, the amount of Accrued Certificate Interest otherwise distributable on that class will be added to the certificate balance of that class on each distribution date. With respect to each class of certificates (other than some classes of Stripped Interest Certificates and REMIC residual certificates), Accrued Certificate Interest for each distribution date will be equal to interest at the applicable pass-through rate accrued for a specified period (generally the period between distribution dates) on the outstanding certificate balance thereof immediately prior to such distribution date. Unless otherwise provided in the prospectus supplement, Accrued Certificate Interest for each distribution date on Stripped Interest Certificates will be similarly calculated except that it will accrue on a notional amount that is either (i) based on the principal balances of some or all of the mortgage assets in the related trust fund or (ii) equal to the certificate balances of one or more other classes of certificates of the same series. Reference to a notional amount with respect to a class of Stripped Interest Certificates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal. If so specified in the prospectus supplement, the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the certificate balance of) one or more classes of the certificates of a series will be reduced to the extent that any prepayment interest shortfalls, as described under "Yield Considerations--Shortfalls in Collections of Interest Resulting from Prepayments" exceed the amount of any sums (including, if and to the extent specified in the prospectus supplement, the master servicer's servicing compensation) that are applied to offset such shortfalls. The particular manner in which prepayment interest shortfalls will be allocated among some or all of the classes of certificates of that series will be specified in the prospectus supplement. The prospectus supplement will also describe the extent to which the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the certificate balance of) a class of offered certificates may be reduced as a result of any other contingencies, including delinquencies, losses and deferred interest on or in respect of the mortgage assets in the related trust fund. Unless otherwise provided in the prospectus supplement, any reduction in the amount of Accrued Certificate Interest otherwise distributable on a class of certificates by reason of the allocation to such class of a portion of any deferred interest on or in respect of the mortgage assets in the related trust fund will result in a corresponding increase in the certificate balance of that class. See "Risk Factors--Prepayment and Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield" and "Yield Considerations." 47 DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES Each class of certificates of each series (other than certain classes of Stripped Interest Certificates or REMIC residual certificates) will have a certificate balance which, at any time, will equal the then maximum amount that the holders of certificates of that class will be entitled to receive in respect of principal out of the future cash flow on the mortgage assets and other assets included in the related trust fund. The outstanding certificate balance of a class of certificates will be reduced by distributions of principal made on those certificates from time to time and, if so provided in the prospectus supplement, further by any losses incurred in respect of the related mortgage assets allocated to those certificates from time to time. In turn, the outstanding certificate balance of a class of certificates may be increased as a result of any deferred interest on or in respect of the related mortgage assets that is allocated to those certificates from time to time, and will be increased, in the case of a class of Accrual Certificates prior to the distribution date on which distributions of interest on those Accrual Certificates are required to commence, by the amount of any Accrued Certificate Interest in respect thereof (reduced as described above). Unless otherwise provided in the prospectus supplement, the initial aggregate certificate balance of all classes of a series of certificates will not be greater than the aggregate outstanding principal balance of the related mortgage assets as of the applicable Cut-Off Date, after application of scheduled payments due on or before such date, whether or not received. As and to the extent described in the prospectus supplement, distributions of principal with respect to a series of certificates will be made on each distribution date to the holders of the class or classes of certificates of such series entitled to distributions until the certificate balances of those certificates have been reduced to zero. Distributions of principal with respect to one or more classes of certificates may be made at a rate that is faster (and, in some cases, substantially faster) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund, may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates of the same series, or may be made at a rate that is slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on such mortgage assets. In addition, distributions of principal with respect to one or more classes of controlled amortization certificates may be made, subject to available funds, based on a specified principal payment schedule and, with respect to one or more classes of companion classes of certificates, may be contingent on the specified principal payment schedule for a controlled amortization class of certificates of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. Unless otherwise specified in the prospectus supplement, distributions of principal of any class of certificates will be made on a pro rata basis among all of the certificates belonging to that class. COMPONENTS To the extent specified in the prospectus supplement, distribution on a class of certificates may be based on a combination of two or more different components as described under "--General" above. To that extent, the descriptions set forth under "--Distributions of Interest on the Certificates" and "--Distributions of Principal of the Certificates" above also relate to components of such a class of certificates. In such case, reference in those sections to certificate balance and pass-through rate refer to the principal balance, if any, of any of the components and the pass-through rate, if any, on any component, respectively. DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN RESPECT OF EQUITY PARTICIPATIONS If so provided in the prospectus supplement, prepayment premiums or payments in respect of equity participations entitling the lender to a share of profits realized from the operation or disposition of the mortgaged property received on or in connection with the mortgage assets in any trust fund will be distributed on each distribution date to the holders of the class of certificates of the related series entitled thereto in accordance with the provisions described in such prospectus supplement. ALLOCATION OF LOSSES AND SHORTFALLS If so provided in the prospectus supplement for a series of certificates consisting of one or more classes of subordinate certificates, on any distribution date in respect of which losses or shortfalls in 48 collections on the mortgage assets have been incurred, the amount of such losses or shortfalls will be borne first by a class of subordinate certificates in the priority and manner and subject to the limitations specified in the prospectus supplement. See "Description of Credit Support" for a description of the types of protection that may be included in shortfalls on mortgage assets comprising the trust fund. ADVANCES IN RESPECT OF DELINQUENCIES With respect to any series of certificates evidencing an interest in a trust fund, unless otherwise provided in the prospectus supplement, a servicer or another entity described therein will be required as part of its servicing responsibilities to advance on or before each distribution date its own funds or funds held in the related certificate account that are not included in the Available Distribution Amount for such distribution date, in an amount equal to the aggregate of payments of principal (other than any balloon payments) and interest (net of related servicing fees) that were due on the mortgage loans in the trust fund and were delinquent on the related determination date, subject to the servicer's (or another entity's) good faith determination that such advances will be reimbursable from the loan proceeds. In the case of a series of certificates that includes one or more classes of subordinate certificates and if so provided in the prospectus supplement, each servicer's (or another entity's) advance obligation may be limited only to the portion of such delinquencies necessary to make the required distributions on one or more classes of senior certificates and/or may be subject to the servicer's (or another entity's) good faith determination that such advances will be reimbursable not only from the loan proceeds but also from collections on other trust assets otherwise distributable on one or more classes of subordinate certificates. See "Description of Credit Support". Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of certificates entitled thereto, rather than to guarantee or insure against losses. Unless otherwise provided in the prospectus supplement, advances of a servicer's (or another entity's) funds will be reimbursable only out of recoveries on the mortgage loans (including amounts received under any form of credit support) respecting which advances were made and, if so provided in the prospectus supplement, out of any amounts otherwise distributable on one or more classes of subordinate certificates of such series; provided, however, that any advance will be reimbursable from any amounts in the related certificate account prior to any distributions being made on the certificates to the extent that a servicer (or such other entity) shall determine in good faith that such advance is not ultimately recoverable from related proceeds on the mortgage loans or, if applicable, from collections on other trust assets otherwise distributable on the subordinate certificates. If advances have been made from excess funds in a certificate account, the master servicer or other person that advanced such funds will be required to replace such funds in the certificate account on any future distribution date to the extent that funds then in the certificate account are insufficient to permit full distributions to certificateholders on that date. If so specified in the prospectus supplement, the obligation of a master servicer or other specified person to make advances may be secured by a cash advance reserve fund or a surety bond. If applicable, we will provide in the prospectus supplement information regarding the characteristics of, and the identity of any obligor on, any such surety bond. If and to the extent so provided in the prospectus supplement, any entity making advances will be entitled to receive interest on those advances for the period that such advances are outstanding at the rate specified therein and will be entitled to pay itself that interest periodically from general collections on the mortgage assets prior to any payment to certificateholders as described in the prospectus supplement. The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe any comparable advancing obligation of a party to the related pooling and servicing agreement or of a party to the related CMBS agreement. REPORTS TO CERTIFICATEHOLDERS On each distribution date a master servicer or trustee will forward to the holder of certificates of each class of a series a distribution date statement accompanying the distribution of principal and/or interest to those holders. As further provided in the prospectus supplement, the distribution date statement for each class will set forth to the extent applicable and available: 49 (i) the amount of such distribution to holders of certificates of such class applied to reduce the certificate balance thereof; (ii) the amount of such distribution to holders of certificates of such class allocable to Accrued Certificate Interest; (iii) the amount, if any, of such distribution to holders of certificates of such class allocable to prepayment premiums; (iv) the amount of servicing compensation received by each servicer and such other customary information as the master servicer or the trustee deems necessary or desirable, or that a certificateholder reasonably requests, to enable certificateholders to prepare their tax returns; (v) the aggregate amount of advances included in such distribution and the aggregate amount of unreimbursed advances at the close of business on, or as of a specified date shortly prior to, such distribution date; (vi) the aggregate principal balance of the related mortgage loans on, or as of a specified date shortly prior to, such distribution date; (vii) the number and aggregate principal balance of any mortgage loans in respect of which (A) one scheduled payment is delinquent, (B) two scheduled payments are delinquent, (C) three or more scheduled payments are delinquent and (D) foreclosure proceedings have been commenced; (viii) with respect to any mortgage loan liquidated during the related prepayment period (as to the current distribution date, generally the period extending from the prior distribution date to and including the current distribution date) in connection with a default on that mortgage loan or because the mortgage loan was purchased out of the trust fund (other than a payment in full), (A) the loan number, (B) the aggregate amount of liquidation proceeds received and (C) the amount of any loss to certificateholders; (ix) with respect to any REO Property sold during the related collection period, (A) the loan number of the related mortgage loan, (B) the aggregate amount of sales proceeds and (C) the amount of any loss to certificateholders in respect of the related mortgage loan; (x) the certificate balance or notional amount of each class of certificates (including any class of certificates not offered hereby) immediately before and immediately after such distribution date, separately identifying any reduction in the certificate balance due to the allocation of any losses in respect of the related mortgage loans; (xi) the aggregate amount of principal prepayments made on the mortgage loans during the related prepayment period; (xii) the amount deposited in or withdrawn from any reserve fund on such distribution date, and the amount remaining on deposit in the reserve fund as of the close of business on such distribution date; (xiii) the amount of any Accrued Certificate Interest due but not paid on such class of offered certificates at the close of business on such distribution date; and (xiv) if such class of offered certificates has a variable pass-through rate or an adjustable pass-through rate, the pass-through rate applicable thereto for such distribution date. In the case of information furnished pursuant to subclauses (i)-(iv) above, the amounts will be expressed as a dollar amount per minimum denomination of the relevant class of offered certificates or per a specified portion of such minimum denomination. The prospectus supplement for each series of offered certificates will describe any additional information to be included in reports to the holders of such certificates. Within a reasonable period of time after the end of each calendar year, the related master servicer or trustee, as the case may be, will be required to furnish to each person who at any time during the 50 calendar year was a holder of an offered certificate a statement containing the information set forth in subclauses (i)-(iv) above, aggregated for such calendar year or the applicable portion thereof during which such person was a certificateholder. Such obligation will be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Code as are from time to time in force. See, however, "Description of the Certificates--Book-Entry Registration and Definitive Certificates." If the trust fund for a series of certificates includes CMBS, the ability of the related master servicer or trustee, as the case may be, to include in any distribution date statement information regarding the mortgage loans underlying such CMBS will depend on the reports received with respect to such CMBS. In such cases, the prospectus supplement will describe the loan-specific information to be included in the distribution date statements that will be forwarded to the holders of the offered certificates of that series in connection with distributions made to them. VOTING RIGHTS The voting rights evidenced by each series of certificates will be allocated among the respective classes of such series in the manner described in the prospectus supplement. Certificateholders will generally have a right to vote only with respect to required consents to certain amendments to the related pooling and servicing agreement and as otherwise specified in the prospectus supplement. See "Description of the Pooling and Servicing Agreements--Amendment." The holders of specified amounts of certificates of a particular series will have the collective right to remove the related trustee and also to cause the removal of the related master servicer in the case of an event of default under the related pooling and servicing agreement on the part of the master servicer. See "Description of the Pooling and Servicing Agreements--Events of Default," "--Rights upon Event of Default" and "--Resignation and Removal of the Trustee." TERMINATION The obligations created by the pooling and servicing agreement for each series of certificates will terminate upon the payment (or provision for payment) to certificateholders of that series of all amounts held in the related certificate account, or otherwise by the related master servicer or trustee or by a special servicer, and required to be paid to such certificateholders pursuant to such pooling and servicing agreement following the earlier of (i) the final payment or other liquidation of the last mortgage asset subject to the pooling and servicing agreement or the disposition of all property acquired upon foreclosure of any mortgage loan subject to the pooling and servicing agreement and (ii) the purchase of all of the assets of the related trust fund by the party entitled to effect such termination, under the circumstances and in the manner that will be described in the prospectus supplement. Written notice of termination of a pooling and servicing agreement will be given to each certificateholder of the related series, and the final distribution will be made only upon presentation and surrender of the certificates of such series at the location to be specified in the notice of termination. If so specified in the prospectus supplement, a series of certificates will be subject to optional early termination through the repurchase of the assets in the related trust fund by a party that will be specified in the prospectus supplement, under the circumstances and in the manner set forth in the prospectus supplement. If so provided in the prospectus supplement, upon the reduction of the certificate balance of a specified class or classes of certificates by a specified percentage or amount, a party identified in the prospectus supplement will be authorized or required to solicit bids for the purchase of all the assets of the related trust fund, or of a sufficient portion of such assets to retire such class or classes, under the circumstances and in the manner set forth in the prospectus supplement. In any event, unless otherwise disclosed in the prospectus supplement, any such repurchase or purchase shall be at a price or prices that are generally based upon the unpaid principal balance of, plus accrued interest on, all mortgage loans (other than mortgage loans secured by REO Properties) then included in a trust fund and the fair market value of all REO Properties then included in the trust fund, which may or may not result in full payment of the aggregate certificate balance plus accrued interest and any undistributed shortfall in interest for the then outstanding certificates. Any sale of trust fund assets will be without recourse to the trust and/or 51 certificateholders, provided, however, that there can be no assurance that in all events a court would accept such a contractual stipulation. BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES If so provided in the prospectus supplement, one or more classes of the offered certificates of any series will be offered in book-entry format through the facilities of DTC, and each such class will be represented by one or more global certificates registered in the name of DTC or its nominee. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking corporation" 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 the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participating organizations deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants that maintain accounts with DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system also is available to indirect participants in the DTC system such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant in the DTC system, either directly or indirectly. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission. Purchases of book-entry certificates under the DTC system must be made by or through direct participants in the DTC system, which will receive a credit for the book-entry certificates on DTC's records. A certificate owner's ownership interest as an actual purchaser of a book-entry certificate will in turn be recorded on the records of direct participants and indirect participants. Certificate owners will not receive written confirmation from DTC of their purchases, but certificate owners are expected to receive written confirmations providing details of such transactions, as well as periodic statements of their holdings, from the direct participant or indirect participant through which each certificate owner entered into the transaction. Transfers of ownership interest in the book-entry certificates will be accomplished by entries made on the books of participants acting on behalf of certificate owners. Certificate owners will not receive certificates representing their ownership interests in the book-entry certificates, except in the event that use of the book-entry system for the book-entry certificates of any series is discontinued as described below. DTC will not know the identity of actual certificate owners of the book-entry certificates; DTC's records reflect only the identity of the direct participants in the DTC system to whose accounts such certificates are credited. The participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices and other communications conveyed by DTC to direct participants in the DTC system, by direct participants to indirect participants, and by direct participants and indirect participants to certificate owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Distributions on the book-entry certificates will be made to DTC. DTC's practice is to credit direct participants' accounts on the related distribution date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such date. Disbursement of such distributions by participants to certificate owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of each such participant (and not of DTC, the depositor or any trustee or master servicer), subject to any statutory or regulatory requirements as may be in effect from time to time. Under a book-entry system, certificate owners may receive payments after the related distribution date. As may be provided in the prospectus supplement, the only "certificateholder" (as such term is used in the related pooling and servicing agreement) of a book-entry certificate will be the nominee of DTC, 52 and the certificate owners will not be recognized as certificateholders under the pooling and servicing agreement. Certificate owners will be permitted to exercise the rights of certificateholders under the related pooling and servicing agreement only indirectly through the participants who in turn will exercise their rights through DTC. The depositor is informed that DTC will take action permitted to be taken by a certificateholder under a pooling and servicing agreement only at the direction of one or more participants to whose account with DTC interests in the book-entry certificates are credited. Because DTC can act only on behalf of direct participants in the DTC system, who in turn act on behalf of indirect participants and certain certificate owners, the ability of a certificate owner to pledge its interest in book-entry certificates to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of its interest in book-entry certificates, may be limited due to the lack of a physical certificate evidencing such interest. As may be specified in the prospectus supplement, certificates initially issued in book-entry form will be issued as definitive certificates to certificate owners or their nominees, rather than to DTC or its nominee, only if (i) the depositor advises the trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as depository with respect to such certificates and the depositor is unable to locate a qualified successor or (ii) the depositor notifies DTC of its intent to terminate the book-entry system through DTC with respect to such certificates and, upon receipt of notice of such intent from DTC, the participants holding beneficial interests in the certificates agree to initiate such termination. Upon the occurrence of either of the events described in the preceding sentence, DTC will be required to notify all participants of the availability through DTC of definitive certificates. Upon surrender by DTC of the certificate or certificates representing a class of book-entry certificates, together with instructions for registration, the trustee or other designated party will be required to issue to the certificate owners identified in such instructions the definitive certificates to which they are entitled, and thereafter the holders of such definitive certificates will be recognized as certificateholders under the related pooling and servicing agreement. DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS GENERAL The certificates of each series will be issued pursuant to a pooling and servicing agreement or other agreement specified in the prospectus supplement. In general, the parties to a pooling and servicing agreement will include the depositor, the trustee, the master servicer and, in some cases, a special servicer appointed as of the date of the pooling and servicing agreement. However, a pooling and servicing agreement that relates to a trust fund that consists solely of CMBS may not include a master servicer or other servicer as a party. All parties to each pooling and servicing agreement under which certificates of a series are issued will be identified in the prospectus supplement. A form of a pooling and servicing agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. However, the provisions of each pooling and servicing agreement will vary depending upon the nature of the certificates to be issued thereunder and the nature of the related trust fund. The following summaries describe certain provisions that may appear in a pooling and servicing agreement under which certificates that evidence interests in mortgage loans will be issued. The prospectus supplement for a series of certificates will describe any provision of the related pooling and servicing agreement that materially differs from the description thereof contained in this prospectus and, if the related trust fund includes CMBS, will summarize all of the material provisions of the related pooling and servicing agreement. The summaries in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the pooling and servicing agreement for each series of certificates and the description of such provisions in the prospectus supplement. As used in this prospectus with respect to any series, the term "certificate" refers to all of the certificates of that series, whether or not offered hereby and by the prospectus supplement, unless the context otherwise requires. ASSIGNMENT OF MORTGAGE ASSETS; REPURCHASES As set forth in the prospectus supplement, generally at the time of issuance of any series of certificates, the depositor will assign (or cause to be assigned) to the designated trustee the mortgage loans 53 to be included in the related trust fund, together with, unless otherwise specified in the prospectus supplement, all principal and interest to be received on or with respect to such mortgage loans after the Cut-Off Date, other than principal and interest due on or before the Cut-Off Date. The trustee will, concurrently with such assignment, deliver the certificates to or at the direction of the depositor in exchange for the mortgage loans and the other assets to be included in the trust fund for such series. Each mortgage loan will be identified in a schedule appearing as an exhibit to the related pooling and servicing agreement. Such schedule generally will include detailed information that pertains to each mortgage loan included in the related trust fund, which information will typically include the address of the related mortgaged property and type of such property; the mortgage interest rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information; the original and remaining term to maturity; the original amortization term; the original and outstanding principal balance; and the Loan-to-Value Ratio and Debt Service Coverage Ratio as of the date indicated. With respect to each mortgage loan to be included in a trust fund, the depositor will deliver (or cause to be delivered) to the related trustee (or to a custodian appointed by the trustee) certain loan documents which will include the original mortgage note (or lost note affidavit) endorsed, without recourse, to the order of the trustee, the original mortgage (or a certified copy thereof) with evidence of recording indicated thereon and an assignment of the mortgage to the trustee in recordable form. The related pooling and servicing agreement will require that the depositor or other party thereto promptly cause each such assignment of mortgage to be recorded in the appropriate public office for real property records. The related trustee (or the custodian appointed by the trustee) will be required to review the mortgage loan documents within a specified period of days after receipt thereof, and the trustee (or the custodian) will hold such documents in trust for the benefit of the certificateholders of the related series. Unless otherwise specified in the prospectus supplement, if any document is found to be missing or defective, in either case such that interests of the certificateholders are materially and adversely affected, the trustee (or such custodian) will be required to notify the master servicer and the depositor, and the master servicer will be required to notify the relevant seller of the mortgage asset. In that case, and if the mortgage asset seller cannot deliver the document or cure the defect within a specified number of days after receipt of such notice, then unless otherwise specified in the prospectus supplement, the mortgage asset seller will be obligated to replace the related mortgage loan or repurchase it from the trustee at a price that will be specified in the prospectus supplement. If so provided in the prospectus supplement, the depositor will, as to some or all of the mortgage loans, assign or cause to be assigned to the trustee the related lease assignments. In certain cases, the trustee, or master servicer, as applicable, may collect all moneys under the related leases and distribute amounts, if any, required under the leases for the payment of maintenance, insurance and taxes, to the extent specified in the related leases. The trustee, or if so specified in the prospectus supplement, the master servicer, as agent for the trustee, may hold the leases in trust for the benefit of the certificateholders. With respect to each CMBS in certificate form, the depositor will deliver or cause to be delivered to the trustee (or the custodian) the original certificate or other definitive evidence of such CMBS together with bond power or other instruments, certifications or documents required to transfer fully such CMBS to the trustee for the benefit of the certificateholders. With respect to each CMBS in uncertificated or book-entry form or held through a "clearing corporation" within the meaning of the New York Uniform Commercial Code, the depositor and the trustee will cause such CMBS to be registered directly or on the books of such clearing corporation or of a financial intermediary in the name of the trustee for the benefit of the certificateholders. Unless otherwise provided in the prospectus supplement, the related pooling and servicing agreement will require that either the depositor or the trustee promptly cause any CMBS in certificated form not registered in the name of the trustee to be reregistered, with the applicable persons, in the name of the trustee. REPRESENTATIONS AND WARRANTIES; REPURCHASES The depositor will, with respect to each mortgage loan in the related trust fund, make or assign certain representations and warranties made by the warranting party, covering, by way of example: (i) the 54 accuracy of the information set forth for such mortgage loan on the schedule of mortgage loans appearing as an exhibit to the related pooling and servicing agreement; (ii) the enforceability of the related mortgage note and mortgage and the existence of title insurance insuring the lien priority of the related mortgage; (iii) the warranting party's title to the mortgage loan and the authority of the warranting party to sell the mortgage loan; and (iv) the payment status of the mortgage loan. Each warranting party will be identified in the prospectus supplement. Unless otherwise provided in the prospectus supplement, each pooling and servicing agreement will provide that the master servicer and/or trustee will be required to notify promptly any warranting party of any breach of any representation or warranty made by it in respect of a mortgage loan that materially and adversely affects the interests of the related certificateholders. If such warranting party cannot cure such breach within a specified period following the date on which it was notified of such breach, then, unless otherwise provided in the prospectus supplement, it will be obligated to repurchase such mortgage loan from the trustee within a specified period at a price that will be specified in the prospectus supplement. If so provided in the prospectus supplement for a series of certificates, a warranting party, in lieu of repurchasing a mortgage loan as to which a breach has occurred, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement. This repurchase or substitution obligation may constitute the sole remedy available to holders of certificates of any series for a breach of representation and warranty by a warranting party. Moreover, neither the depositor (unless it is the warranting party) nor any entity acting solely in its capacity as the master servicer will be obligated to purchase or replace a mortgage loan if a warranting party defaults on its obligation to do so. The dates as of which representations and warranties have been made by a warranting party will be specified in the prospectus supplement. In some cases, such representations and warranties will have been made as of a date prior to the date upon which the related series of certificates is issued, and thus may not address events that may occur following the date as of which they were made. However, the depositor will not include any mortgage loan in the trust fund for any series of certificates if anything has come to the depositor's attention that would cause it to believe that the representations and warranties made in respect of such mortgage loan will not be accurate in all material respects as of such date of issuance. CERTIFICATE ACCOUNT General. The master servicer and/or the trustee will, as to each trust fund, establish and maintain or cause to be established and maintained certificate accounts for the collection of payments on the related mortgage loans, which will be established so as to comply with the standards of each rating agency that has rated any one or more classes of certificates of the related series. As described in the prospectus supplement, a certificate account may be maintained either as an interest-bearing or a non-interest-bearing account, and the funds held therein may be held as cash or invested in permitted investments, such as United States government securities and other investment grade obligations specified in the related pooling and servicing agreement. Any interest or other income earned on funds in the certificate account will be paid to the related master servicer or trustee as additional compensation. If permitted by such rating agency or agencies and so specified in the prospectus supplement, a certificate account may contain funds relating to more than one series of mortgage pass-through certificates and may contain other funds representing payments on mortgage loans owned by the related master servicer or serviced by it on behalf of others. Deposits. Unless otherwise provided in the related pooling and servicing agreement and described in the prospectus supplement, the related master servicer, trustee or special servicer will be required to deposit or cause to be deposited in the certificate account for each trust fund within a certain period following receipt (in the case of collections and payments), the following payments and collections received, or advances made, by the master servicer, the trustee or any special servicer subsequent to the Cut-Off Date (other than payments due on or before the Cut-Off Date): 55 (i) all payments on account of principal, including principal prepayments, on the mortgage loans; (ii) all payments on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion thereof retained by the master servicer, any special servicer or sub-servicer as its servicing compensation or as compensation to the trustee; (iii) all insurance proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a mortgaged property or the related mortgage loan (other than proceeds applied to the restoration of the property or released to the related borrower in accordance with the customary servicing practices of the master servicer (or, if applicable, a special servicer) and/or the terms and conditions of the related mortgage and all other liquidation proceeds received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect thereof, by foreclosure or otherwise, together with the Net Operating Income (less reasonable reserves for future expenses) derived from the operation of any mortgaged properties acquired by the trust fund through foreclosure or otherwise; (iv) any amounts paid under any instrument or drawn from any fund that constitutes credit support for the related series of certificates as described under "Description of Credit Support;" (v) any advances made as described under "Description of the Certificate--Advances in Respect of Delinquencies;" (vi) any amounts paid under any cash flow agreement, as described under "Description of the Trust Funds--Cash Flow Agreements;" (vii) all liquidation proceeds resulting from the purchase of any mortgage loan, or property acquired in respect thereof, by the depositor, any mortgage asset seller or any other specified person as described under "--Assignment of Mortgage Assets; Repurchases" and "--Representations and Warranties; Repurchases," all liquidation proceeds resulting from the purchase of any defaulted mortgage loan as described under "--Realization upon Defaulted Mortgage Loans," and all liquidation proceeds resulting from any mortgage asset purchased as described under "Description of the Certificates--Termination;" (viii) any amounts paid by the master servicer to cover prepayment interest shortfalls arising out of the prepayment of mortgage loans as described under "--Servicing Compensation and Payment of Expenses;" (ix) to the extent that any such item does not constitute additional servicing compensation to the master servicer or a special servicer, any payments on account of modification or assumption fees, late payment charges, prepayment premiums or lenders' equity participations on the mortgage loans; (x) all payments required to be deposited in the certificate account with respect to any deductible clause in any blanket insurance policy described under "--Hazard Insurance Policies;" (xi) any amount required to be deposited by the master servicer or the trustee in connection with losses realized on investments for the benefit of the master servicer or the trustee, as the case may be, of funds held in the certificate account; and (xii) any other amounts required to be deposited in the certificate account as provided in the related pooling and servicing agreement and described in the prospectus supplement. Withdrawals. Unless otherwise provided in the related pooling and servicing agreement and described in the prospectus supplement, the master servicer, trustee or special servicer may make withdrawals from the certificate account for each trust fund for any of the following purposes: (i) to make distributions to the certificateholders on each distribution date; (ii) to reimburse the master servicer or any other specified person for unreimbursed amounts advanced by it as described under "Description of the Certificates--Advances in Respect of Delinquencies," such reimbursement to be made out of amounts received which were identified 56 and applied by the master servicer as late collections of interest (net of related servicing fees) on and principal of the particular mortgage loans with respect to which the advances were made or out of amounts drawn under any form of credit support with respect to such mortgage loans; (iii) to reimburse the master servicer or a special servicer for unpaid servicing fees earned by it and certain unreimbursed servicing expenses incurred by it with respect to mortgage loans in the trust fund and properties acquired in respect thereof, such reimbursement to be made out of amounts that represent liquidation proceeds and insurance proceeds collected on the particular mortgage loans and properties, and net income collected on the particular properties, with respect to which such fees were earned or such expenses were incurred or out of amounts drawn under any form of credit support with respect to such mortgage loans and properties; (iv) to reimburse the master servicer or any other specified person for any advances described in clause (ii) above made by it, any servicing expenses referred to in clause (iii) above incurred by it and any servicing fees earned by it, which, in the good faith judgment of the master servicer or such other person, will not be recoverable from the amounts described in clauses (ii) and (iii), respectively, such reimbursement to be made from amounts collected on other mortgage loans in the related trust fund or, if and to the extent so provided by the related pooling and servicing agreement and described in the prospectus supplement, only from that portion of amounts collected on such other mortgage loans that is otherwise distributable on one or more classes of subordinate certificates of the related series; (v) if and to the extent described in the prospectus supplement, to pay the master servicer, a special servicer or another specified entity (including a provider of credit support) interest accrued on the advances described in clause (ii) above made by it and the servicing expenses described in clause (iii) above incurred by it while such remain outstanding and unreimbursed; (vi) to pay for costs and expenses incurred by the trust fund for environmental site assessments performed with respect to mortgaged properties that constitute security for defaulted mortgage loans, and for any containment, clean-up or remediation of hazardous wastes and materials present on such mortgaged properties, as described under "--Realization Upon Defaulted Mortgage Loans;" (vii) to reimburse the master servicer, the depositor, or any of their respective directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under "--Certain Matters Regarding the Master Servicer and the Depositor;" (viii) if and to the extent described in the prospectus supplement, to pay the fees of the trustee; (ix) to reimburse the trustee or any of its directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under "--Certain Matters Regarding the Trustee;" (x) to pay the master servicer or the trustee, as additional compensation, interest and investment income earned in respect of amounts held in the certificate account and, to the extent described in the prospectus supplement, prepayment interest excesses collected from borrowers in connection with prepayments of mortgage loans and late charges and default interest collected from borrowers; (xi) to pay (generally from related income) for costs incurred in connection with the operation, management and maintenance of any mortgaged property acquired by the trust fund by foreclosure or otherwise; (xii) if one or more elections have been made to treat the trust fund or designated portions thereof as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets or transactions, as and to the extent described under "Material Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Residual Certificates--Prohibited Transactions Tax and Other Taxes;" 57 (xiii) to pay for the cost of an independent appraiser or other expert in real estate matters retained to determine a fair sale price for a defaulted mortgage loan or a property acquired in respect thereof in connection with the liquidation of such mortgage loan or property; (xiv) to pay for the cost of various opinions of counsel obtained pursuant to the related pooling and servicing agreement for the benefit of certificateholders; (xv) to pay for the cost of recording the pooling and servicing agreement if recorded in accordance with the pooling and servicing agreement; (xvi) to make any other withdrawals permitted by the related pooling and servicing agreement and described in the prospectus supplement; and (xvii) to clear and terminate the certificate account upon the termination of the trust fund. COLLECTION AND OTHER SERVICING PROCEDURES Master Servicer. The master servicer for any mortgage pool, directly or through sub-servicers, will be required to make reasonable efforts to collect all scheduled mortgage loan payments and will be required to follow such collection procedures as it would follow with respect to mortgage loans that are comparable to such mortgage loans and held for its own account, provided such procedures are consistent with (i) the terms of the related pooling and servicing agreement and any related instrument of credit support included in the related trust fund, (ii) applicable law and (iii) the servicing standard specified in the pooling and servicing agreement. The master servicer will also be required to perform other customary functions of a servicer of comparable loans, including maintaining escrow or impound accounts for payment of taxes, insurance premiums and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising foreclosures; conducting property inspections on a periodic or other basis; managing REO Properties; and maintaining servicing records relating to the mortgage loans. Generally, the master servicer will be responsible for filing and settling claims in respect of particular mortgage loans under any applicable instrument of credit support. See "Description of Credit Support." A master servicer may agree to modify, waive or amend any term of any mortgage loan serviced by it in a manner consistent with the servicing standard specified in the pooling and servicing agreement; provided that the modification, waiver or amendment will not (i) affect the amount or timing of any scheduled payments of principal or interest on the mortgage loan or (ii) in the judgment of the master servicer, materially impair the security for the mortgage loan or reduce the likelihood of timely payment of amounts due thereon. A master servicer also may agree to any other modification, waiver or amendment if, in its judgment (x) a material default on the mortgage loan has occurred or a payment default is imminent and (y) such modification, waiver or amendment is reasonably likely to produce a greater recovery with respect to the mortgage loan on a present value basis than would liquidation. Sub-Servicers. A master servicer may delegate its servicing obligations in respect of the mortgage loans serviced by it to one or more third-party sub-servicers, but the master servicer will remain liable for such obligations under the related pooling and servicing agreement unless otherwise provided in the prospectus supplement. Unless otherwise provided in the prospectus supplement, each sub-servicing agreement between a master servicer and a sub-servicer must provide that, if for any reason the master servicer is no longer acting in such capacity, the trustee or any successor master servicer may assume the master servicer's rights and obligations under such sub-servicing agreement. Generally, the master servicer will be solely liable for all fees owed by it to any sub-servicer, irrespective of whether the master servicer's compensation pursuant to the related pooling and servicing agreement is sufficient to pay such fees. Each sub-servicer will be reimbursed by the master servicer for certain expenditures which it makes, generally to the same extent the master servicer would be reimbursed under a pooling and servicing agreement. See "--Certificate Account" and "--Servicing Compensation and Payment of Expenses." Special Servicers. If and to the extent specified in the prospectus supplement, a special servicer may be a party to the related pooling and servicing agreement or may be appointed by the master servicer or 58 another specified party to perform certain specified duties (for example, the servicing of defaulted mortgage loans) in respect of the servicing of the related mortgage loans. The special servicer under a pooling and servicing agreement may be an affiliate of the depositor and may have other normal business relationships with the depositor or the depositor's affiliates. The master servicer will be liable for the performance of a special servicer only if, and to the extent, set forth in the prospectus supplement. Each pooling and servicing agreement may provide that neither the special servicer nor any director, officer, employee or agent of the special servicer will be under any liability to the related trust fund or certificateholders for any action taken, or not taken, in good faith pursuant to the pooling and servicing agreement or for errors in judgment; provided, however, that neither the special servicer nor any such person will be protected against any breach of a representation, warranty or covenant made in such pooling and servicing agreement, or against any expense or liability that such person is specifically required to bear pursuant to the terms of such pooling and servicing agreement, or against any liability that would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties thereunder. REALIZATION UPON DEFAULTED MORTGAGE LOANS A borrower's failure to make required mortgage loan payments may mean that operating income is insufficient to service the mortgage debt, or may reflect the diversion of that income from the servicing of the mortgage debt. In addition, a borrower that is unable to make mortgage loan payments may also be unable to make timely payment of taxes and to otherwise maintain and insure the related mortgaged property. In general, the related master servicer will be required to monitor any mortgage loan that is in default, evaluate whether the causes of the default can be corrected over a reasonable period without significant impairment of the value of the related mortgaged property, initiate corrective action in cooperation with the borrower if cure is likely, inspect the related mortgaged property and take such other actions as are consistent with the servicing standard specified in the pooling and servicing agreement. A significant period of time may elapse before the master servicer is able to assess the success of any such corrective action or the need for additional initiatives. The time within which the master servicer can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on behalf of the certificateholders may vary considerably depending on the particular mortgage loan, the mortgaged property, the borrower, the presence of an acceptable party to assume the mortgage loan and the laws of the jurisdiction in which the mortgaged property is located. If a borrower files a bankruptcy petition, the master servicer may not be permitted to accelerate the maturity of the related mortgage loan or to foreclose on the mortgaged property for a considerable period of time. See "Certain Legal Aspects of Mortgage Loans and Leases." A pooling and servicing agreement may grant to the master servicer, a special servicer, a provider of credit support and/or the holder or holders of certain classes of certificates of the related series a right of first refusal to purchase from the trust fund, at a predetermined purchase price (which, if insufficient to fully fund the entitlements of certificateholders to principal and interest thereon, will be specified in the prospectus supplement), any mortgage loan as to which a specified number of scheduled payments are delinquent. In addition, the prospectus supplement may specify other methods for the sale or disposal of defaulted mortgage loans pursuant to the terms of the related pooling and servicing agreement. If a default on a mortgage loan has occurred, the master servicer, on behalf of the trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in the related mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related mortgaged property, by operation of law or otherwise, if such action is consistent with the servicing standard specified in the pooling and servicing agreement. Unless otherwise specified in the prospectus supplement, the master servicer may not, however, acquire title to any mortgaged property or take any other action that would cause the trustee, for the benefit of certificateholders of the related series, or any other specified person to be considered to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator" of, such mortgaged property within the meaning of certain federal environmental laws, unless 59 the master servicer has previously determined, based on a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the trust fund), that: (i) either the mortgaged property is in compliance with applicable environmental laws and regulations or, if not, that taking such actions as are necessary to bring the mortgaged property into compliance therewith is reasonably likely to produce a greater recovery on a present value basis than not taking such actions; and (ii) either there are no circumstances or conditions present at the mortgaged property relating to the use, management or disposal of hazardous materials for which investigation, testing, monitoring, containment, cleanup or remediation could be required under any applicable environmental laws and regulations or, if such circumstances or conditions are present for which any such action could reasonably be expected to be required, taking such actions with respect to the mortgaged property is reasonably likely to produce a greater recovery on a present value basis than not taking such actions. See "Certain Legal Aspects of Mortgage Loans and Leases--Environmental Considerations." If title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the master servicer, on behalf of the trust fund, will be required to sell the mortgaged property by the end of the third calendar year following the year of acquisition or unless (i) the Internal Revenue Service grants an extension of time to sell such property or (ii) the trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund 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 the trust fund to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing, the master servicer will generally be required to solicit bids for any mortgaged property so acquired in such a manner as will be reasonably likely to realize a fair price for such property. If the trust fund acquires title to any mortgaged property, the master servicer, on behalf of the trust fund, may retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the master servicer of its obligation to manage such mortgaged property in a manner consistent with the servicing standard specified in the pooling and servicing agreement. If liquidation proceeds collected with respect to a defaulted mortgage loan are less than the outstanding principal balance of the defaulted mortgage loan plus interest accrued thereon plus the aggregate amount of reimbursable expenses incurred by the master servicer with respect to such mortgage loan, the trust fund will realize a loss in the amount of such difference. The master servicer will be entitled to reimburse itself from the liquidation proceeds recovered on any defaulted mortgage loan (prior to the distribution of such liquidation proceeds to certificateholders), amounts that represent unpaid servicing compensation in respect of the mortgage loan, unreimbursed servicing expenses incurred with respect to the mortgage loan and any unreimbursed advances of delinquent payments made with respect to the mortgage loan. HAZARD INSURANCE POLICIES Each pooling and servicing agreement may require the related master servicer to cause each mortgage loan borrower to maintain a hazard insurance policy that provides for such coverage as is required under the related mortgage or, if the mortgage permits the holder thereof to dictate to the borrower the insurance coverage to be maintained on the related mortgaged property, such coverage as is consistent with the requirements of the servicing standard specified in the pooling and servicing agreement. Such coverage generally will be in an amount equal to the lesser of the principal balance owing on such mortgage loan and the replacement cost of the mortgaged property, but in either case not less than the amount necessary to avoid the application of any co-insurance clause contained in the hazard insurance policy. The ability of the master servicer to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information concerning covered losses is furnished by borrowers. All amounts collected by the master servicer under any such policy (except for amounts to be applied to the restoration or repair of the 60 mortgaged property or released to the borrower in accordance with the master servicer's normal servicing procedures and/or to the terms and conditions of the related mortgage and mortgage note) will be deposited in the related certificate account. The pooling and servicing agreement may provide that the master servicer may satisfy its obligation to cause each borrower to maintain such a hazard insurance policy by maintaining a blanket policy insuring against hazard losses on all of the mortgage loans in the related trust fund. If such blanket policy contains a deductible clause, the master servicer will be required, in the event of a casualty covered by such blanket policy, to deposit in the related certificate account all sums that would have been deposited therein but for such deductible clause. In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although the policies covering the mortgaged properties will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, most such policies typically do not cover any physical damage resulting from war, revolution, governmental actions, terrorism, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of risks. The hazard insurance policies covering the mortgaged properties will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage (generally 80% to 90%) of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured's coverage falls below this specified percentage, such clauses generally provide that the insurer's liability in the event of partial loss does not exceed the lesser of (i) the replacement cost of the improvements less physical depreciation and (ii) such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements. DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related mortgaged property made without the lender's consent. Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the mortgaged property. The master servicer will determine whether to exercise any right the trustee may have under any such provision in a manner consistent with the servicing standard specified in the pooling and servicing agreement. Unless otherwise specified in the prospectus supplement, the master servicer will be entitled to retain as additional servicing compensation any fee collected in connection with the permitted transfer of a mortgaged property. See "Certain Legal Aspects of Mortgage Loans and Leases--Due-on-Sale and Due-on-Encumbrance." SERVICING COMPENSATION AND PAYMENT OF EXPENSES Generally, a master servicer's primary servicing compensation with respect to a series of certificates will come from the periodic payment to it of a portion of the interest payments on each mortgage loan in the related trust fund. Since that compensation is generally based on a percentage of the principal balance of each such mortgage loan outstanding from time to time, it will decrease in accordance with the amortization of the mortgage loans. The prospectus supplement with respect to a series of certificates may provide that, as additional compensation, the master servicer may retain all or a portion of late payment charges, prepayment premiums, modification fees and other fees collected from borrowers and any interest or other income that may be earned on funds held in the certificate account. Any sub-servicer will receive a portion of the master servicer's compensation as its sub-servicing compensation. In addition to amounts payable to any sub-servicer, a master servicer may be required, to the extent provided in the prospectus supplement, to pay from amounts that represent its servicing compensation certain expenses incurred in connection with the administration of the related trust fund, including, without limitation, payment of the fees and disbursements of independent accountants and payment of 61 expenses incurred in connection with distributions and reports to certificateholders. Certain other expenses, including certain expenses related to mortgage loan defaults and liquidations and, to the extent so provided in the prospectus supplement, interest on such expenses at the rate specified therein, and the fees of the trustee and any special servicer, may be required to be borne by the trust fund. If and to the extent provided in the prospectus supplement, the master servicer may be required to apply a portion of the servicing compensation otherwise payable to it in respect of any period to prepayment interest shortfalls. See "Yield Considerations--Shortfalls in Collections of Interest Resulting from Prepayments." EVIDENCE AS TO COMPLIANCE Each pooling and servicing agreement may require that, on or before a specified date in each year, the master servicer cause a firm of independent public accountants to furnish a statement to the trustee to the effect that, based on an examination by such firm conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers, the servicing by or on behalf of the master servicer of mortgage loans under pooling and servicing agreements substantially similar to each other (which may include the related pooling and servicing agreement) was conducted through the preceding calendar year or other specified twelve-month period in compliance with the terms of such agreements except for any significant exceptions or errors in records that, in the opinion of such firm, paragraph 4 of the Uniform Single Audit Program for Mortgage Bankers requires it to report. Each pooling and servicing agreement will also provide for delivery to the trustee, on or before a specified date in each year, of a statement signed by one or more officers of the master servicer to the effect that the master servicer has fulfilled its material obligations under the pooling and servicing agreement throughout the preceding calendar year or other specified twelve-month period. Copies of the annual accountants' statement and the statement of officers of a master servicer will be made available to certificateholders upon written request to the master servicer. CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR The master servicer under a pooling and servicing agreement may be an affiliate of the depositor and may have other normal business relationships with the depositor or the depositor's affiliates. The related pooling and servicing agreement may permit the master servicer to resign from its obligations thereunder upon a determination that such obligations are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it at the date of the pooling and servicing agreement. Unless applicable law requires the master servicer's resignation to be effective immediately, no such resignation will become effective until the trustee or a successor servicer has assumed the master servicer's obligations and duties under the pooling and servicing agreement. The related pooling and servicing agreement may also provide that the master servicer may resign at any other time provided that (i) a willing successor master servicer has been found, (ii) each of the rating agencies that has rated any one or more classes of certificates of the related series 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 such 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. Unless otherwise specified in the prospectus supplement, the master servicer will also be required to maintain a fidelity bond and errors and omissions policy that provides coverage against losses that may be sustained as a result of an officer's or employee's misappropriation of funds, errors and omissions or negligence, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions. Each pooling and servicing agreement may further provide that none of the master servicer, the depositor and any director, officer, employee or agent of either of them will be under any liability to the related trust fund or certificateholders for any action taken, or not taken, in good faith pursuant to the pooling and servicing agreement or for errors in judgment; provided, however, that none of the master servicer, the depositor and any such person will be protected against any breach of a representation, 62 warranty or covenant made in such pooling and servicing agreement, or against any expense or liability that such person is specifically required to bear pursuant to the terms of such pooling and servicing agreement, or against any liability that would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties thereunder. Unless otherwise specified in the prospectus supplement, each pooling and servicing agreement will further provide that the master servicer, the depositor and any director, officer, employee or agent of either of them will be entitled to indemnification by the related trust fund against any loss, liability or expense incurred in connection with the pooling and servicing agreement or the related series of certificates; provided, however, that such indemnification will not extend to any loss, liability or expense (i) that such person is specifically required to bear pursuant to the terms of such agreement, and is not reimbursable pursuant to the pooling and servicing agreement; (ii) incurred in connection with any breach of a representation, warranty or covenant made in the pooling and servicing agreement; (iii) incurred by reason of misfeasance, bad faith or negligence in the performance of obligations or duties under the pooling and servicing agreement. In addition, each pooling and servicing agreement will provide that neither the master servicer nor the depositor will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the pooling and servicing agreement and, unless it has received sufficient assurance as to the reimbursement of the costs and liabilities of such legal action or, in its opinion such legal action does not involve it in any expense or liability. However, each of the master servicer and the depositor will be permitted, in the exercise of its discretion, to undertake any such action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the pooling and servicing agreement and the interests of the certificateholders thereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, will be expenses, costs and liabilities of the certificateholders, and the master servicer or the depositor, as the case may be, will be entitled to charge the related certificate account therefor. Subject, in certain circumstances, to the satisfaction of certain conditions that may be required in the related pooling and servicing agreement, any person into which the master servicer or the depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer or the depositor is a party, or any person succeeding to the business of the master servicer or the depositor, will be the successor of the master servicer or the depositor, as the case may be, under the related pooling and servicing agreement. EVENTS OF DEFAULT The events of default for a series of certificates under the related pooling and servicing agreement generally will include (i) any failure by the master servicer to distribute or cause to be distributed to certificateholders, or to remit to the trustee for distribution to certificateholders in a timely manner, any amount required to be so distributed or remitted, provided that such failure is permitted so long as the failure is corrected by 10:00 a.m. on the related distribution date, (ii) any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the pooling and servicing agreement which continues unremedied for 30 days after written notice of such failure has been given to the master servicer or the special servicer, as applicable, by any party to the pooling and servicing agreement, or to the master servicer or the special servicer, as applicable, by certificateholders entitled to not less than 25% (or such other percentage specified in the prospectus supplement) of the voting rights for such series (subject to certain extensions provided in the related pooling and servicing agreement); and (iii) certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the master servicer or the special servicer and certain actions by or on behalf of the master servicer or the special servicer indicating its insolvency or inability to pay its obligations. Material variations to the foregoing events of default (other than to add thereto or shorten cure periods or eliminate notice requirements) will be specified in the prospectus supplement. RIGHTS UPON EVENT OF DEFAULT So long as an event of default under a pooling and servicing agreement remains unremedied, the depositor or the trustee will be authorized, and at the direction of certificateholders entitled to not less 63 than 25% (or such other percentage specified in the prospectus supplement) of the voting rights for such series, the trustee will be required, to terminate all of the rights and obligations of the master servicer as master servicer under the pooling and servicing agreement, whereupon the trustee will succeed to all of the responsibilities, duties and liabilities of the master servicer under the pooling and servicing agreement (except that if the master servicer is required to make advances in respect of mortgage loan delinquencies, but the trustee is prohibited by law from obligating itself to do so, or if the prospectus supplement so specifies, the trustee will not be obligated to make such advances) and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable so to act, it may (or, at the written request of certificateholders entitled to at least 51% (or such other percentage specified in the prospectus supplement) of the voting rights for such series, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution that (unless otherwise provided in the prospectus supplement) is acceptable to each rating agency that assigned ratings to the offered certificates of such series to act as successor to the master servicer under the pooling and servicing agreement. Pending such appointment, the trustee will be obligated to act in such capacity. No certificateholder will have the right under any pooling and servicing agreement to institute any proceeding with respect thereto unless such holder previously has given to the trustee written notice of default and unless certificateholders entitled to at least 25% (or such other percentage specified in the prospectus supplement) of the voting rights for the related series shall have made written request upon the trustee to institute such proceeding in its own name as trustee thereunder and shall have offered to the trustee reasonable indemnity, and the trustee for 60 days (or such other period specified in the prospectus supplement) shall have neglected or refused to institute any such proceeding. The trustee, however, will be under no obligation to exercise any of the trusts or powers vested in it by any pooling and servicing agreement or to make any investigation of matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of certificates of the related series, unless such certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. AMENDMENT Each pooling and servicing agreement may be amended by the parties thereto, without the consent of any of the holders of the related certificates, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision in the pooling and servicing agreement that may be inconsistent with any other provision therein, (iii) to add any other provisions with respect to matters or questions arising under the pooling and servicing agreement that are not inconsistent with the provisions thereof, (iv) to comply with any requirements imposed by the Code or (v) for any other purpose; provided that such amendment (other than an amendment for the purpose specified in clause (iv) above) may not (as evidenced by an opinion of counsel to such effect satisfactory to the trustee) adversely affect in any material respect the interests of any such holder. Each pooling and servicing agreement may also be amended for any purpose by the parties, with the consent of certificateholders entitled to at least 51% (or such other percentage specified in the prospectus supplement) of the voting rights for the related series allocated to the affected classes; provided, however, that no such amendment may (x) reduce in any manner the amount of, or delay the timing of, payments received or advanced on mortgage loans that are required to be distributed in respect of any certificate without the consent of the holder of such certificate, (y) adversely affect in any material respect the interests of the holders of any class of certificates, in a manner other than as described in clause (x), without the consent of the holders of all certificates of such class or (z) modify the provisions of the pooling and servicing agreement described in this paragraph without the consent of the holders of all certificates of the related series. However, unless otherwise specified in the related pooling and servicing agreement, the trustee will be prohibited from consenting to any amendment of a pooling and servicing agreement pursuant to which a REMIC election is to be or has been made unless the trustee shall first have received an opinion of counsel to the effect that such amendment will not result in the imposition of a tax on the related trust fund or cause the related trust fund to fail to qualify as a REMIC at any time that the related certificates are outstanding. 64 LIST OF CERTIFICATEHOLDERS Upon written request of any certificateholder of record made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the related pooling and servicing agreement, the trustee or other specified person will afford such certificateholder access, during normal business hours, to the most recent list of certificateholders of that series then maintained by such person. THE TRUSTEE The trustee under each pooling and servicing agreement will be named in the related prospectus supplement. The commercial bank, national banking association, banking corporation or trust company that serves as trustee may have typical banking relationships with the depositor and its affiliates and with any master servicer and its affiliates. DUTIES OF THE TRUSTEE The trustee for a series of certificates will make no representation as to the validity or sufficiency of the related pooling and servicing agreement, the certificates or any mortgage loan or related document and will not be accountable for the use or application by or on behalf of any master servicer of any funds paid to the master servicer or any special servicer in respect of the certificates or the mortgage loans, or any funds deposited into or withdrawn from the certificate account or any other account by or on behalf of the master servicer or any special servicer. If no event of default under a related pooling and servicing agreement has occurred and is continuing, the trustee will be required to perform only those duties specifically required under the related pooling and servicing agreement. However, upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the pooling and servicing agreement, the trustee will be required to examine such documents and to determine whether they conform to the requirements of the pooling and servicing agreement. CERTAIN MATTERS REGARDING THE TRUSTEE The trustee for a series of certificates may be entitled to indemnification, from amounts held in the related certificate account, for any loss, liability or expense incurred by the trustee in connection with the trustee's acceptance or administration of its trusts under the related pooling and servicing agreement; provided, however, that such indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the trustee pursuant to the pooling and servicing agreement, or to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of the trustee in the performance of its obligations and duties thereunder, or by reason of its reckless disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the trustee made in the pooling and servicing agreement. As and to the extent described in the prospectus supplement, the fees and normal disbursements of any trustee may be the expense of the related master servicer or other specified person or may be required to be borne by the related trust fund. RESIGNATION AND REMOVAL OF THE TRUSTEE The trustee for a series of certificates will be permitted at any time to resign from its obligations and duties under the related pooling and servicing agreement by giving written notice thereof to the depositor. Upon receiving such notice of resignation, the master servicer (or such other person as may be specified in the prospectus supplement) will be required to use reasonable efforts to promptly appoint a successor trustee. If no successor trustee shall have accepted an appointment within a specified period after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction to appoint a successor trustee. Unless otherwise provided in the prospectus supplement, if at any time the trustee ceases to be eligible to continue as such under the related pooling and servicing agreement, or if at any time the trustee becomes incapable of acting, or if certain events of (or proceedings in respect of) bankruptcy or insolvency occur with respect to the trustee, the depositor will be authorized to remove the trustee and 65 appoint a successor trustee. In addition, unless otherwise provided in the prospectus supplement, holders of the certificates of any series entitled to at least 51% (or such other percentage specified in the prospectus supplement) of the voting rights for such series may at any time (with or without cause) remove the trustee and appoint a successor trustee. Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of appointment by the successor trustee. 66 DESCRIPTION OF CREDIT SUPPORT GENERAL Credit support may be provided with respect to one or more classes of the certificates of any series, or with respect to the related mortgage assets. Credit support may be in the form of over-collateralization, a letter of credit, the subordination of one or more classes of certificates, the use of a pool insurance policy or guarantee insurance, the establishment of one or more reserve funds or another method of credit support described in the prospectus supplement, or any combination of the foregoing. If so provided in the prospectus supplement, any form of credit support may provide credit enhancement for more than one series of certificates to the extent described in the prospectus supplement. The credit support generally will not provide protection against all risks of loss and will not guarantee payment to certificateholders of all amounts to which they are entitled under the related pooling and servicing agreement. If losses or shortfalls occur that exceed the amount covered by the credit support or that are not covered by the credit support, certificateholders will bear their allocable share of deficiencies. Moreover, if a form of credit support covers more than one series of certificates, holders of certificates of one series will be subject to the risk that such credit support will be exhausted by the claims of the holders of certificates of one or more other series before the former receive their intended share of such coverage. If credit support is provided with respect to one or more classes of certificates of a series, or with respect to the related mortgage assets, the prospectus supplement will include a description of (i) the nature and amount of coverage under such credit support, (ii) any conditions to payment thereunder not otherwise described in this prospectus, (iii) the conditions (if any) under which the amount of coverage under such credit support may be reduced and under which such credit support may be terminated or replaced and (iv) the material provisions relating to such credit support. Additionally, the prospectus supplement will set forth certain information with respect to the obligor under any instrument of credit support, generally including (w) a brief description of its principal business activities, (x) its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business, (y) if applicable, the identity of the regulatory agencies that exercise primary jurisdiction over the conduct of its business and (z) its total assets, and its stockholders equity or policyholders' surplus, if applicable, as of a date that will be specified in the prospectus supplement. See "Risk Factors--Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates." SUBORDINATE CERTIFICATES If so specified in the prospectus supplement, one or more classes of certificates of a series may be subordinate certificates which are subordinated in right of payment to one or more other classes of senior certificates. If so provided in the prospectus supplement, the subordination of a class may apply only in the event of (or may be limited to) certain types of losses or shortfalls. The prospectus supplement will set forth information concerning the amount of subordination provided by a class or classes of subordinate certificates in a series, the circumstances under which such subordination will be available and the manner in which the amount of subordination will be made available. CROSS-SUPPORT PROVISIONS If the mortgage assets in any trust fund are divided into separate groups, each supporting a separate class or classes of certificates of a series, credit support may be provided by cross-support provisions requiring that distributions be made on senior certificates evidencing interests in one group of mortgage assets prior to distributions on subordinate certificates evidencing interests in a different group of mortgage assets within the trust fund. The prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying such provisions. INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS If so provided in the prospectus supplement for a series of certificates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. To the extent material, a copy of each such instrument will accompany the Current Report on Form 8-K to be filed with the Securities and Exchange Commission within 15 days of issuance of the certificates of the related series. 67 LETTER OF CREDIT If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by one or more letters of credit, issued by a bank or financial institution specified in such prospectus supplement. Under a letter of credit, the bank or financial institution providing the letter of credit will be obligated to honor draws thereunder in an aggregate fixed dollar amount, net of unreimbursed payments thereunder, generally equal to a percentage specified in the prospectus supplement of the aggregate principal balance of the mortgage assets on the related Cut-Off Date or of the initial aggregate certificate balance of one or more classes of certificates. If so specified in the prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments thereunder and may otherwise be reduced as described in the prospectus supplement. The obligations of the bank or financial institution providing the letter of credit for each series of certificates will expire at the earlier of the date specified in the prospectus supplement or the termination of the trust fund. A copy of any such letter of credit will accompany the Current Report on Form 8-K to be filed with the Securities and Exchange Commission within 15 days of issuance of the certificates of the related series. CERTIFICATE INSURANCE AND SURETY BONDS If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by insurance policies and/or surety bonds provided by one or more insurance companies or sureties. Such instruments may cover, with respect to one or more classes of certificates of the related series, timely distributions of interest and/or full distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the prospectus supplement. A copy of any such instrument will accompany the Current Report on Form 8-K to be filed with the Securities and Exchange Commission within 15 days of issuance of the certificates of the related series. RESERVE FUNDS If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered (to the extent of available funds) by one or more reserve funds in which cash, a letter of credit, permitted investments, a demand note or a combination thereof will be deposited, in the amounts specified in such prospectus supplement. If so specified in the prospectus supplement, the reserve fund for a series may also be funded over time by a specified amount of the collections received on the related mortgage assets. Amounts on deposit in any reserve fund for a series, together with the reinvestment income thereon, if any, will be applied for the purposes, in the manner, and to the extent specified in the prospectus supplement. If so specified in the prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each distribution date, amounts in a reserve fund in excess of any amount required to be maintained in the reserve fund may be released from the reserve fund under the conditions and to the extent specified in the prospectus supplement. If so specified in the prospectus supplement, amounts deposited in any reserve fund will be invested in permitted investments, such as United States government securities and other investment grade obligations specified in the related pooling and servicing agreement. Unless otherwise specified in the prospectus supplement, any reinvestment income or other gain from such investments will be credited to the related reserve fund for such series, and any loss resulting from such investments will be charged to such reserve fund. However, such income may be payable to any related master servicer or another service provider as additional compensation for its services. The reserve fund, if any, for a series will not be a part of the trust fund unless otherwise specified in the prospectus supplement. CREDIT SUPPORT WITH RESPECT TO CMBS If so provided in the prospectus supplement for a series of certificates, any CMBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the 68 types of credit support described in this prospectus. The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe to the extent information is available and deemed material, any similar forms of credit support that are provided by or with respect to, or are included as part of the trust fund evidenced by or providing security for, such CMBS. The type, characteristic and amount of credit support will be determined based on the characteristics of the mortgage assets and other factors and will be established, in part, on the basis of requirements of each rating agency rating the certificates of such series. If so specified in the prospectus supplement, any such credit support may apply only in the event of certain types of losses or delinquencies and the protection against losses or delinquencies provided by such credit support will be limited. CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES The following discussion contains general summaries of certain legal aspects of loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable state law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular state, or to encompass the laws of all states in which the security for the mortgage loans (or mortgage loans underlying any CMBS) is situated. Accordingly, the summaries are qualified in their entirety by reference to the applicable laws of those states. See "Description of the Trust Funds--Mortgage Loans--Leases." For purposes of the following discussion, "mortgage loan" includes a mortgage loan underlying a CMBS. GENERAL Each mortgage loan will be evidenced by a note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related mortgaged property is located. Mortgages, deeds of trust and deeds to secure debt are collectively referred to as "mortgages" in this prospectus and, unless otherwise specified, in any prospectus supplement. A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers. Additionally, in some states, mechanic's and materialman's liens have priority over mortgage liens. The mortgagee's authority under a mortgage, the beneficiary's authority under a deed of trust and the grantee's authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws (including, without limitation, the Servicemembers Civil Relief Act) and, in some deed of trust transactions, the trustee's authority is further limited by the directions of the beneficiary. TYPES OF MORTGAGE INSTRUMENTS There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender). In a mortgage, the mortgagor grants a lien on the subject property in favor of the mortgagee. A deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property to the trustee, in trust, irrevocably until the debt is paid, and generally with a power of sale. A deed to secure debt typically has two parties. The borrower, or grantor, conveys title to the real property to the grantee, or lender, generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party to a mortgage instrument because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower. At 69 origination of a mortgage loan involving a land trust, the borrower generally executes a separate undertaking to make payments on the mortgage note. The mortgagee's authority under a mortgage, the trustee's authority under a deed of trust and the grantee's authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary. LEASES AND RENTS Mortgages that encumber income-producing property often contain an assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower's right, title and interest as landlord under each lease and the income derived therefrom, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents. Lenders that actually take possession of the property, however, may incur potentially substantial risks attendant to being a mortgagee in possession. Such risks include liability for environmental clean-up costs and other risks inherent in property ownership. See "--Environmental Considerations." In most states, hotel and motel room receipts/revenues are considered accounts receivable under the Uniform Commercial Code; in cases where hotels or motels constitute loan security, the receipts/revenues are generally pledged by the borrower as additional security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the receipts/revenues and must file continuation statements, generally every five years, to maintain perfection of such security interest. Even if the lender's security interest in room receipts/revenues is perfected under the Uniform Commercial Code, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to collect the room receipts/revenues following a default. See "--Bankruptcy Laws." PERSONALTY In the case of certain types of mortgaged properties, such as hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property's value as security. The creation and enforcement of liens on personal property are governed by the Uniform Commercial Code. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file Uniform Commercial Code financing statements in order to perfect its security interest therein, and must file continuation statements, generally every five years, to maintain that perfection. COOPERATIVE LOANS If specified in the prospectus supplement, the mortgage loans may consist of loans secured by "blanket mortgages" on the property owned by cooperative housing corporations. If specified in the prospectus supplement, the mortgage loans may consist of cooperative loans secured by security interests in shares issued by private cooperative housing corporations and in the related proprietary leases or occupancy agreements granting exclusive rights to occupy specific dwelling units in the cooperatives' buildings. The security agreement will create a lien upon, or grant a title interest in, the property which it covers, the priority of which will depend on the terms of the particular security agreement as well as the order of recordation of the agreement in the appropriate recording office. Such a lien or title interest is not prior to the lien for real estate taxes and assessments and other charges imposed under governmental police powers. A cooperative generally owns in fee or has a leasehold interest in land and owns in fee or leases the building or buildings thereon and all separate dwelling units in the buildings. The cooperative is owned by tenant-stockholders who, through ownership of stock or shares in the corporation, receive proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units. Generally, a tenant-stockholder of a cooperative must make a monthly payment to the cooperative representing such 70 tenant-stockholder's pro rata share of the cooperative's payments for its blanket mortgage, real property taxes, maintenance expenses and other capital or ordinary expenses. The cooperative is directly responsible for property management and, in most cases, payment of real estate taxes, other governmental impositions and hazard and liability insurance. If there is a blanket mortgage or mortgages on the cooperative apartment building or underlying land, as is generally the case, or an underlying lease of the land, as is the case in some instances, the cooperative, as property mortgagor, or lessee, as the case may be, is also responsible for meeting these mortgage or rental obligations. A blanket mortgage is ordinarily incurred by the cooperative in connection with either the construction or purchase of the cooperative's apartment building or obtaining of capital by the cooperative. The interest of the occupant under proprietary leases or occupancy agreements as to which that cooperative is the landlord are generally subordinate to the interest of the holder of a blanket mortgage and to the interest of the holder of a land lease. If the cooperative is unable to meet the payment obligations (i) arising under a blanket mortgage, the mortgagee holding a blanket mortgage could foreclose on that mortgage and terminate all subordinate proprietary leases and occupancy agreements, or (ii) arising under its land lease, the holder of the landlord's interest under the land lease could terminate it and all subordinate proprietary leases and occupancy agreements. Also, a blanket mortgage on a cooperative may provide financing in the form of a mortgage that does not fully amortize, with a significant portion of principal being due in one final payment at maturity. The inability of the cooperative to refinance a mortgage and its consequent inability to make such final payment could lead to foreclosure by the mortgagee and termination of all proprietary leases and occupancy agreements. Similarly, a land lease has an expiration date and the inability of the cooperative to extend its term, or, in the alternative, to purchase the land, could lead to termination of the cooperatives' interest in the property and termination of all proprietary leases and occupancy agreements. Upon foreclosure of a blanket mortgage on a cooperative, the lender would normally be required to take the mortgaged property subject to state and local regulations that afford tenants who are not shareholders various rent control and other protections. A foreclosure by the holder of a blanket mortgage or the termination of the underlying lease could eliminate or significantly diminish the value of any collateral held by a party who financed the purchase of cooperative shares by an individual tenant stockholder. An ownership interest in a cooperative and accompanying occupancy rights are financed through a cooperative share loan evidenced by a promissory note and secured by an assignment of and a security interest in the occupancy agreement or proprietary lease and a security interest in the related cooperative shares. The lender generally takes possession of the share certificate and a counterpart of the proprietary lease or occupancy agreement and financing statements covering the proprietary lease or occupancy agreement and the cooperative shares are filed in the appropriate state and local offices to perfect the lender's interest in its collateral. Subject to the limitations discussed below, upon default of the tenant-stockholder, the lender may sue for judgment on the promissory note, dispose of the collateral at a public or private sale or otherwise proceed against the collateral or tenant-stockholder as an individual as provided in the security agreement covering the assignment of the proprietary lease or occupancy agreement and the pledge of cooperative shares. See "--Foreclosure--Cooperative Loans" below. JUNIOR MORTGAGES; RIGHTS OF SENIOR LENDERS Some of the mortgage loans included in a trust fund may be secured by mortgage instruments that are subordinate to mortgage instruments held by other lenders. The rights of the trust fund (and therefore the certificateholders), as holder of a junior mortgage instrument, are subordinate to those of the senior lender, including the prior rights of the senior lender to receive rents, hazard insurance and condemnation proceeds and to cause the mortgaged property to be sold upon borrower's default and thereby extinguish the trust fund's junior lien unless the master servicer or special servicer satisfies the defaulted senior loan, or, if permitted, asserts its subordinate interest in a property in foreclosure litigation. As discussed more fully below, in many states a junior lender may satisfy a defaulted senior loan in full, adding the amounts expended to the balance due on the junior loan. Absent a provision in the senior mortgage instrument, no notice of default is required to be given to the junior lender. The form of the mortgage instrument used by many institutional lenders confers on the lender the right both to receive all proceeds collected under any hazard insurance policy and all awards made in connection with any condemnation proceedings, and (subject to any limits imposed by applicable state 71 law) to apply such proceeds and awards to any indebtedness secured by the mortgage instrument in such order as the lender may determine. Thus, if improvements on a property are damaged or destroyed by fire or other casualty, or if the property is taken by condemnation, the holder of the senior mortgage instrument will have the prior right to collect any insurance proceeds payable under a hazard insurance policy and any award of damages in connection with the condemnation and to apply the same to the senior indebtedness. Accordingly, only the proceeds in excess of the amount of senior indebtedness will be available to be applied to the indebtedness secured by a junior mortgage instrument. The form of mortgage instrument used by many institutional lenders typically contains a "future advance" clause, which provides, in general, that additional amounts advanced to or on behalf of the mortgagor or trustor by the mortgagee or beneficiary are to be secured by the mortgage instrument. While such a clause is valid under the laws of most states, the priority of any advance made under the clause depends, in some states, on whether the advance was an "obligatory" or an "optional" advance. If the lender is obligated to advance the additional amounts, the advance may be entitled to receive the same priority as the amounts advanced at origination, notwithstanding that intervening junior liens may have been recorded between the date of recording of the senior mortgage instrument and the date of the future advance, and notwithstanding that the senior lender had actual knowledge of such intervening junior liens at the time of the advance. Where the senior lender is not obligated to advance the additional amounts and has actual knowledge of the intervening junior liens, the advance may be subordinate to such intervening junior liens. Priority of advances under a "future advance" clause rests, in many other states, on state law giving priority to all advances made under the loan agreement up to a "credit limit" amount stated in the recorded mortgage. Another provision typically found in the form of mortgage instrument used by many institutional lenders permits the lender to itself perform certain obligations of the borrower (for example, the obligations to pay when due all taxes and assessments on the property and, when due, all encumbrances, charges and liens on the property that are senior to the lien of the mortgage instrument, to maintain hazard insurance on the property, and to maintain and repair the property) upon a failure of the borrower to do so, with all sums so expended by the lender becoming part of the indebtedness secured by the mortgage instrument. The form of mortgage instrument used by many institutional lenders typically requires the borrower to obtain the consent of the lender in respect of actions affecting the mortgaged property, including the execution of new leases and the termination or modification of existing leases, the performance of alterations to buildings forming a part of the mortgaged property and the execution of management and leasing agreements for the mortgaged property. Tenants will often refuse to execute leases unless the lender executes a written agreement with the tenant not to disturb the tenant's possession of its premises in the event of a foreclosure. A senior lender may refuse to consent to matters approved by a junior lender, with the result that the value of the security for the junior mortgage instrument is diminished. FORECLOSURE General. Foreclosure is a legal procedure that allows the lender to seek to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage in respect of the mortgaged property. If the borrower defaults in payment or performance of its obligations under the note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness. Foreclosure Procedures Vary From State to State. Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and non-judicial foreclosure pursuant to a power of sale usually granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances. A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires years to complete. Moreover, the filing by or against the borrower-mortgagor of a bankruptcy petition would impose an automatic stay on such proceedings and could further delay a foreclosure sale. Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all 72 parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating proper defendants. As stated above, if the lender's right to foreclose is contested by any defendant, the legal proceedings may be time-consuming. In addition, judicial foreclosure is a proceeding in equity and, therefore, equitable defenses may be raised against the foreclosure. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state. Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is generally accomplished by a non-judicial trustee's sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust or mortgage allows a non-judicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party which has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or a junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender's expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. In addition to such cure rights, in most jurisdictions, the borrower-mortgagor or a subordinate lienholder can seek to enjoin the non-judicial foreclosure by commencing a court proceeding. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods. Both judicial and non-judicial foreclosures may result in the termination of leases at the mortgaged property, which in turn could result in the reduction in the income for such property. Some of the factors that will determine whether or not a lease will be terminated by a foreclosure are: the provisions of applicable state law, the priority of the mortgage vis-a-vis the lease in question, the terms of the lease and the terms of any subordination, non-disturbance and attornment agreement between the tenant under the lease and the mortgagee. Equitable Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower's default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender's and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a non-monetary default, such as a failure to adequately maintain the mortgaged property or placing a subordinate mortgage or other encumbrance upon the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections. 73 Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale for a number of reasons, including the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the property may have occurred during the foreclosure proceedings. For these reasons, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower's debt will be extinguished. Thereafter, subject to the borrower's right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. The costs involved in a foreclosure process can often be quite expensive; such costs may include, depending on the jurisdiction involved, legal fees, court administration fees, referee fees and transfer taxes or fees. The costs of operating and maintaining a commercial or multifamily residential property may be significant and may be greater than the income derived from that property. The lender also will commonly obtain the services of a real estate broker and pay the broker's commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender's investment in the property. Moreover, because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest. The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a "due-on-sale" clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness, including penalty fees and court costs, or face foreclosure. Rights of Redemption. The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their "equity of redemption." The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated. The equity of redemption is a common-law (non-statutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee's sale under a deed of trust. Anti-Deficiency Legislation. Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower's other assets, a lender's ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following a non-judicial foreclosure. A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real 74 property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting such security; however, in some of those states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the judicially determined fair market value of the property at the time of the sale. Leasehold Risks. Mortgage loans may be secured by a mortgage on the borrower's leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower's leasehold were to be terminated upon a lease default or the bankruptcy of the lessee or the lessor, the leasehold mortgagee would lose its security. This risk may be substantially lessened if the ground lease contains provisions protective of the leasehold mortgagee, such as a provision that requires the ground lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, a provision that permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, a provision that gives the leasehold mortgagee the right to enter into a new ground lease with the ground lessor on the same terms and conditions as the old ground lease or a provision that prohibits the ground lessee/borrower from treating the ground lease as terminated in the event of the ground lessor's bankruptcy and rejection of the ground lease by the trustee for the debtor/ground lessor. Certain mortgage loans, however, may be secured by liens on ground leases that do not contain all or some of these provisions. Regulated Healthcare Facilities. A mortgage loan may be secured by a mortgage on a nursing home or other regulated healthcare facility. In most jurisdictions, a license (which is nontransferable and may not be assigned or pledged) granted by the appropriate state regulatory authority is required to operate a regulated healthcare facility. Accordingly, the ability of a person acquiring this type of property upon a foreclosure sale to take possession of and operate the same as a regulated healthcare facility may be prohibited by applicable law. Notwithstanding the foregoing, however, in certain jurisdictions the person acquiring this type of property at a foreclosure sale may have the right to terminate the use of the same as a regulated health care facility and convert it to another lawful purpose. Cross-Collateralization. Certain of the mortgage loans may be secured by more than one mortgage covering mortgaged properties located in more than one state. Because of various state laws governing foreclosure or the exercise of a power of sale and because, in general, foreclosure actions are brought in state court and the courts of one state cannot exercise jurisdiction over property in another state, it may be necessary upon a default under a cross-collateralized mortgage loan to foreclose on the related mortgaged properties in a particular order rather than simultaneously in order to ensure that the lien of the mortgages is not impaired or released. Cooperative Loans. The cooperative shares owned by the tenant-stockholder and pledged to the lender are, in almost all cases, subject to restrictions on transfer as set forth in the cooperative's certificate of incorporation and by-laws, as well as the proprietary lease or occupancy agreement, and may be cancelled by the cooperative for failure by the tenant-stockholder to pay rent or other obligations or charges owed by such tenant-stockholder, including mechanics' liens against the cooperative apartment building incurred by such tenant-stockholder. The proprietary lease or occupancy agreement generally permit the cooperative to terminate such lease or agreement in the event an obligor fails to make payments or defaults in the performance of covenants required thereunder. Typically, the lender and the cooperative enter into a recognition agreement which establishes the rights and obligations of both parties in the event of a default by the tenant-stockholder. A default under the proprietary lease or occupancy agreement will usually constitute a default under the security agreement between the lender and the tenant-stockholder. The recognition agreement generally provides that, in the event that the tenant-stockholder has defaulted under the proprietary lease or the occupancy agreement is terminated, the cooperative will 75 recognize the lender's lien against proceeds from the sale of the cooperative apartment, subject, however, to the cooperative's right to sums due under such proprietary lease or occupancy agreement. The total amount owed to the cooperative by the tenant-stockholder, which the lender generally cannot restrict and does not monitor, could reduce the value of the collateral below the outstanding principal balance of the cooperative loan and accrued and unpaid interest thereon. Recognition agreements also provide that in the event of a foreclosure on a cooperative loan, the lender must obtain the approval or consent of the cooperative as required by the proprietary lease before transferring the cooperative shares or assigning the proprietary lease. Generally, the lender is not limited in any rights it may have to dispossess the tenant-stockholders. In some states, foreclosure on the cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the Uniform Commercial Code and the security agreement relating to those shares. Article 9 of the Uniform Commercial Code requires that a sale be conducted in a "commercially reasonable" manner. Whether a foreclosure sale has been conducted in a "commercially reasonable" manner will depend on the facts in each case. In determining commercial reasonableness, a court will look to the notice given the debtor and the method, manner, time, place and terms of the foreclosure. Generally, a sale conducted according to the usual practice of banks selling similar collateral will be considered reasonably conducted. Article 9 of the Uniform Commercial Code provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender's security interest. The recognition agreement, however, generally provides that the lender's right to reimbursement is subject to the right of the cooperatives to receive sums due under the proprietary lease or occupancy agreement. If there are proceeds remaining, the lender must account to the tenant-stockholder for the surplus. Conversely, if a portion of the indebtedness remains unpaid, the tenant-stockholder is generally responsible for the deficiency. BANKRUPTCY LAWS Operation of the Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) to collect a debt are automatically stayed upon the filing of the bankruptcy petition and, often, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences thereof caused by the automatic stay can be significant. Also, under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lienholder would stay the senior lender from proceeding with any foreclosure action. Under the Bankruptcy Code, provided certain substantive and procedural safeguards protective of the lender's secured claim are met, the amount and terms of a mortgage loan secured by a lien on property of the debtor may be modified under certain circumstances. For example, if the loan is undersecured, the outstanding amount of the loan which would remain secured may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender's security interest) pursuant to a confirmed plan, thus leaving the lender a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Other modifications may include the reduction in the amount of each scheduled payment by means of a reduction in the rate of interest and/or an alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or by an extension (or shortening) of the term to maturity. Some bankruptcy courts have approved plans, based on the particular facts of the reorganization case, that effected the cure of a mortgage loan default by paying arrearages over a number of years. Also under federal bankruptcy law, a bankruptcy court may permit a debtor through its rehabilitative plan to de-accelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor's petition. This may be done even if the full amount due under the original loan is never repaid. Federal bankruptcy law provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the 76 Bankruptcy Code solely on the basis of a provision in the lease to such effect or because of certain other similar events. This prohibition could limit the ability of the trustee for a series of certificates to exercise certain contractual remedies with respect to the leases. In addition, Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor's estate. This may delay a trustee's exercise of such remedies for a related series of certificates in the event that a related lessee or a related mortgagor becomes the subject of a proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed from enforcing a lease assignment by a mortgagor related to a mortgaged property if the related mortgagor was in a bankruptcy proceeding. The legal proceedings necessary to resolve the issues could be time-consuming and might result in significant delays in the receipt of the assigned rents. Similarly, the filing of a petition in a bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the lease that occurred prior to the filing of the lessee's petition. Rents and other proceeds of a mortgage loan may also escape an assignment thereof if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding. See "--Leases and Rents." In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with "adequate assurance" of future performance. Such remedies may be insufficient, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned, and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, such rejection generally constitutes a breach of the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the other party or parties to such lease, such as the mortgagor, as lessor under a lease, would have only an unsecured claim against the debtor for damages resulting from such breach which could adversely affect the security for the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's damages for lease rejection in respect of future rent installments are limited to the rent reserved by the lease, without acceleration, for the greater of one year or 15% of the remaining term of the lease, but not more than three years. If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat such lease as terminated by such rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of such term, and for any renewal or extension of such term that is enforceable by the lessee under applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after such a rejection of a lease, the lessee may offset any damages occurring after such date caused by the nonperformance of any obligation of the lessor under the lease after such date against rents reserved under the lease. To the extent provided in the related prospectus supplement, the lessee will agree under certain leases to pay all amounts owing thereunder to the master servicer without offset. To the extent that such a contractual obligation remains enforceable against the lessee, the lessee would not be able to avail itself of the rights of offset generally afforded to lessees of real property under the Bankruptcy Code. In a bankruptcy or similar proceeding of a mortgagor, action may be taken seeking the recovery, as a preferential transfer or on other grounds, of any payments made by the mortgagor, or made directly by the related lessee, under the related mortgage loan to the trust fund. Payments on long-term debt may be protected from recovery as preferences if they are payments in the ordinary course of business made on debts incurred in the ordinary course of business. Whether any particular payment would be protected depends upon the facts specific to a particular transaction. A trustee in bankruptcy, in some cases, may be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide a mortgagor with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise 77 accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagee have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors. Certain of the mortgagors may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an "ipso facto" clause and, in the event of the general partner's bankruptcy, may not be enforceable. Certain limited partnership agreements of the mortgagors may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partner to agree within a specified time frame (often 60 days) after such withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of such partnerships triggers the dissolution of such partnership, the winding up of its affairs and the distribution of its assets. Such state laws, however, may not be enforceable or effective in a bankruptcy case. The dissolution of a mortgagor, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under a related mortgage loan, which may reduce the yield on the related series of certificates in the same manner as a principal prepayment. In addition, the bankruptcy of the general partner of a mortgagor that is a partnership may provide the opportunity for a trustee in bankruptcy for such general partner, such general partner as a debtor-in-possession, or a creditor of such general partner to obtain an order from a court consolidating the assets and liabilities of the general partner with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the mortgaged property could become property of the estate of such bankrupt general partner. Not only would the mortgaged property be available to satisfy the claims of creditors of such general partner, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to such mortgaged property. However, such an occurrence should not affect the trustee's status as a secured creditor with respect to the mortgagor or its security in the mortgaged property. ENVIRONMENTAL CONSIDERATIONS General. A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military, disposal or certain commercial activities. Such environmental risks include the possible diminution of the value of a contaminated property or, as discussed below, potential liability for clean-up costs or other remedial actions and natural resource damages that could exceed the value of the property or the amount of the lender's loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for such costs. Superlien Laws. Under certain federal and state laws, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a "superlien." CERCLA. The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), imposes strict liability on present and past "owners" and "operators" 78 of contaminated real property for the costs of clean-up. Excluded from CERCLA's definition of "owner" or "operator," however, is a lender that, "without participating in the management" of a facility holds indicia of ownership primarily to protect his security interest in the facility. This secured creditor exemption is intended to provide a lender certain protections from liability under CERCLA as an owner or operator of contaminated property. However, a secured lender may be liable as an "owner" or "operator" of a contaminated mortgaged property if agents or employees of the lender are deemed to have actually participated in the management of such mortgaged property or the operations of the borrower. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability, if incurred, would not be limited to, and could substantially exceed, the original or unamortized principal balance of a loan or to the value of the property securing a loan. In addition, lenders may face potential liability for remediation of releases of petroleum or hazardous wastes from underground storage tanks under the federal Resource Conservation and Recovery Act ("RCRA"), if they are deemed to be the "owners" or "operators" of facilities in which they have a security interest or upon which they have foreclosed. The federal Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the "Lender Liability Act") seeks to clarify the actions a lender may take without incurring liability as an "owner" or "operator" of contaminated property or underground petroleum storage tanks. The Lender Liability Act amends CERCLA and RCRA to provide guidance on actions that do or do not constitute "participation in management." However, the protections afforded by these amendments are subject to terms and conditions that have not been clarified by the courts. Moreover, the Lender Liability Act does not, among other things: (1) eliminate potential liability to lenders under CERCLA or RCRA, (2) necessarily reduce credit risks associated with lending to borrowers having significant environmental liabilities or potential liabilities, (3) eliminate environmental risks associated with taking possession of contaminated property or underground storage tanks or assuming control of the operations thereof, or (4) necessarily affect liabilities or potential liabilities under state environmental laws which may impose liability on "owners or operators" but do not incorporate the secured creditor exemption. Certain Other State Laws. Many states have statutes similar to CERCLA and RCRA, and not all of those statutes provide for a secured creditor exemption. In a few states, transfers of some types of properties are conditioned upon cleanup of contamination. In these cases, a lender that becomes the owner of a property through foreclosure, deed in lieu of foreclosure or otherwise, may be required to enter into an agreement with the state providing for the cleanup of the contamination before selling or otherwise transferring the property. Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury, or damage to property) related to hazardous environmental conditions on a property. While a party seeking to hold a lender liable in such cases may face litigation difficulties, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower's ability to meet its loan obligations. Additional Considerations. The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against other potentially liable parties, but such parties may be bankrupt or otherwise judgment proof. Accordingly, it is possible that such costs could become a liability of the trust fund and occasion a loss to the certificateholders. To reduce the likelihood of such a loss, unless otherwise specified in the prospectus supplement, the pooling and servicing agreement will provide that the master servicer, acting on behalf of the trustee, may not take possession of a mortgaged property or take over its operation unless the master servicer, based solely on a report (as to environmental matters) prepared by a person who regularly conducts environmental site assessments, has made the determination that it is appropriate to do so, as described under "Description of the Pooling and Servicing Agreements--Realization upon Defaulted Mortgage Loans." 79 If a lender forecloses on a mortgage secured by a property, the operations of which are subject to environmental laws and regulations, the lender may be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties. In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may result in the imposition of certain investigation or remediation requirements and/or decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recoup its investment in a loan upon foreclosure. DUE-ON-SALE AND DUE-ON-ENCUMBRANCE Certain of the mortgage loans may contain "due-on-sale" and "due-on-encumbrance" clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related mortgaged property. In recent years, court decisions and legislative actions placed substantial restrictions on the right of lenders to enforce such clauses in many states. By virtue, however, of the Garn-St. Germain Depository Institutions Act of 1982 (the "Garn Act"), effective October 15, 1982 (which purports to preempt state laws that prohibit the enforcement of due-on-sale clauses by providing, among other matters, that "due-on-sale" clauses in certain loans made after the effective date of the Garn Act are enforceable, within certain limitations as set forth in the Garn Act and the regulations promulgated thereunder), a master servicer may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a "due-on-sale" provision upon transfer of an interest in the property, regardless of the master servicer's ability to demonstrate that a sale threatens its legitimate security interest. SUBORDINATE FINANCING Certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower (as is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender's security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender. DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS Notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower's payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states. CERTAIN LAWS AND REGULATIONS; TYPES OF MORTGAGED PROPERTIES The mortgaged properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in 80 material diminution in the value of a mortgaged property which could, together with the possibility of limited alternative uses for a particular mortgaged property (e.g., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan. Mortgages on properties which are owned by the mortgagor under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association. Mortgaged properties which are hotels or motels may present additional risk in that hotels and motels are typically operated pursuant to franchise, management and operating agreements which may be limited by the operator. In addition, the transferability of the hotel's liquor and other licenses to an entity acquiring the hotel either through purchases or foreclosure is subject to the vagaries of local law requirements. In addition, mortgaged properties which are multifamily residential properties may be subject to rent control laws, which could impact the future cash flows of such properties. APPLICABILITY OF USURY LAWS Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 ("Title V") provides that state usury limitations shall not apply to certain types of residential (including multifamily) first mortgage loans originated by certain lenders after March 31, 1980. Title V authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges. No mortgage loan originated in any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges has been adopted will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (i) such mortgage loan provides for such interest rate, discount points and charges as are permitted in such state or (ii) such mortgage loan provides that the terms thereof are to be construed in accordance with the laws of another state under which such interest rate, discount points and charges would not be usurious and the borrower's counsel has rendered an opinion that such choice of law provision would be given effect. SERVICEMEMBERS CIVIL RELIEF ACT Under the terms of the Servicemembers Civil Relief Act (the "Relief Act"), a borrower who enters military service after the origination of such borrower's mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), upon notification by such borrower, may not be charged interest (including fees and charges) above an annual rate of 6% during the period of such borrower's active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6%, unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service (including reservists who are called to active duty) after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of any servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of the related series of certificates, and would not be covered by advances or, unless otherwise specified in the prospectus supplement, any form of credit support provided in connection with such certificates. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to foreclose on an affected mortgage loan during the borrower's period of active duty status and, under certain circumstances, during an additional three-month period thereafter. AMERICANS WITH DISABILITIES ACT Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated thereunder (collectively, the "ADA"), in order to protect individuals with disabilities, public accommodations (such 81 as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers that are structural in nature from existing places of public accommodation to the extent "readily achievable." In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The "readily achievable" standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. The requirements of the ADA may also be imposed on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Since the "readily achievable" standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject. FORFEITURE IN DRUG, RICO AND MONEY LAUNDERING VIOLATIONS Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, can be seized and ordered forfeited to the United States of America. The offenses which can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001 and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs. In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (1) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (2) the lender, at the time of the execution of the mortgage, "did not know or was reasonably without cause to believe that the property was subject to forfeiture." However, there is no assurance that such a defense will be successful. FEDERAL DEPOSIT INSURANCE ACT; COMMERCIAL MORTGAGE LOAN SERVICING Under the Federal Deposit Insurance Act, federal bank regulatory authorities, including the Office of the Comptroller of the Currency (OCC), have the power to determine if any activity or contractual obligation of a bank constitutes an unsafe or unsound practice or violates a law, rule or regulation applicable to such bank. If Wachovia Bank, National Association (Wachovia) or another bank is a servicer and/or a mortgage loan seller for a series and the OCC, which has primary regulatory authority over Wachovia and other banks, were to find that any obligation of Wachovia or such other bank under the related pooling and servicing agreement or other agreement or any activity of Wachovia or such other bank constituted an unsafe or unsound practice or violated any law, rule or regulation applicable to it, the OCC could order Wachovia or such other bank, among other things, to rescind such contractual obligation or terminate such activity. In March 2003, the OCC issued a temporary cease and desist order against a national bank (which was converted to a consent order in April 2003) asserting that, contrary to safe and sound banking practices, the bank was receiving inadequate servicing compensation in connection with several credit card securitizations sponsored by its affiliates because of the size and subordination of the contractual servicing fee, and ordered the bank, among other things, to immediately resign as servicer, to cease all servicing activity within 120 days and to immediately withhold funds from collections in an amount sufficient to compensate it for its actual costs and expenses of servicing (notwithstanding the priority of payments in the related securitization agreements). Although, at the time the 2003 temporary cease and desist order was issued, no conservator or receiver had been appointed with respect to the national bank, the national bank was already under a consent cease and desist order issued in May 2002 covering numerous matters, including a directive that the bank develop and submit a plan of disposition providing for the sale or liquidation of the bank, imposing general prohibitions on the acceptance of new credit card accounts and deposits in general, and placing significant restrictions on the bank's transactions with its affiliates. 82 While the depositor does not believe that the OCC would consider, with respect to any series, (i) provisions relating to Wachovia or another bank acting as a servicer under the related pooling and servicing agreement, (ii) the payment or amount of the servicing compensation payable to Wachovia or another bank or (iii) any other obligation of Wachovia or another bank under the related pooling and servicing agreement or other contractual agreement under which the depositor may purchase mortgage loans from Wachovia or another bank, to be unsafe or unsound or violative of any law, rule or regulation applicable to it, there can be no assurance that the OCC in the future would not conclude otherwise. If the OCC did reach such a conclusion, and ordered Wachovia or another bank to rescind or amend any such agreement, payments on certificates could be delayed or reduced. 83 MATERIAL FEDERAL INCOME TAX CONSEQUENCES FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES GENERAL The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of offered certificates. This discussion is directed solely to certificateholders that hold the certificates as capital assets within the meaning of section 1221 of the Code and it does not purport to discuss all federal income tax consequences that may be applicable to particular categories of investors, some of which (such as banks, insurance companies, foreign investors, tax exempt organizations, dealers in securities or currencies, mutual funds, real estate investment trusts, natural persons, cash method taxpayers, S corporations, estates and trusts, investors that hold the offered certificates as part of a hedge, straddle or an integrated or conversion transaction, or investors whose functional currency is not the United States dollar) may be subject to special rules. Further, the authorities on which this discussion, and the opinion referred to below, are based are subject to change or differing interpretations, which could apply retroactively. Taxpayers and preparers of tax returns (including those filed by any REMIC or other issuer) should be aware that under applicable Treasury regulations a provider of advice on specific issues of law is not considered an income tax return preparer unless the advice is given with respect to the consequences of contemplated actions and is directly relevant to the determination of an entry on a tax return. Accordingly, taxpayers should consult their own tax advisors and tax return preparers regarding the preparation of any item on a tax return, even where the anticipated tax treatment has been discussed herein. In addition to the federal income tax consequences described herein, potential investors should consider the state and local tax consequences, if any, of the purchase, ownership and disposition of offered certificates. See "State and Other Tax Consequences." Certificateholders are advised to consult their own tax advisors concerning the federal, state, local or other tax consequences to them of the purchase, ownership and disposition of offered certificates. The following discussion addresses securities of two general types: (i) REMIC Certificates representing interests in a trust, or a portion thereof, that the master servicer or the trustee will elect to have treated as a real estate mortgage investment conduit ("REMIC") under sections 860A through 860G (the "REMIC Provisions") of the Code and (ii) grantor trust certificates representing interests in a grantor trust fund as to which no such election will be made. The prospectus supplement for each series of certificates will indicate whether a REMIC election (or elections) will be made for the related trust or applicable portion thereof and, if such an election is to be made, will identify all "regular interests" and "residual interests" in each REMIC. For purposes of this tax discussion, references to a "certificateholder" or a "holder" are to the beneficial owner of a certificate. The following discussion is limited in applicability to offered certificates. Moreover, this discussion applies only to the extent that mortgage assets held by a trust fund consist solely of mortgage loans. To the extent that other mortgage assets, including REMIC Certificates and mortgage pass-through certificates, are to be held by a trust, the tax consequences associated with the inclusion of such assets will be disclosed in the related prospectus supplement. In addition, if cash flow agreements, other than guaranteed investment contracts, are included in a trust, the tax consequences associated with any cash flow agreements also will be disclosed in the related prospectus supplement. See "Description of the Trust Funds--Cash Flow Agreements." Furthermore, the following discussion is based in part upon the rules governing original issue discount that are set forth in sections 1271-1273 and 1275 of the Code and in the Treasury regulations issued thereunder (the "OID Regulations"), and in part upon the REMIC Provisions and the Treasury regulations issued thereunder (the "REMIC Regulations"). The OID Regulations do not adequately address certain issues relevant to, and in some instances provide that they are not applicable to, securities such as the certificates. REMICS Classification of REMICs. It is the opinion of Cadwalader, Wickersham & Taft LLP, counsel to the depositor, that upon the issuance of each series of REMIC Certificates, assuming compliance with all 84 provisions of the related pooling and servicing agreement and based upon the law on the date thereof, for federal income tax purposes the related trust will qualify as one or more REMICs and the REMIC Certificates offered will be considered to evidence ownership of "regular interests" ("REMIC Regular Certificates") or "residual interests" ("REMIC Residual Certificates") under the REMIC Provisions. If an entity electing to be treated as a REMIC fails to comply with one or more of the ongoing requirements of the Code for such status during any taxable year, the Code provides that the entity will not be treated as a REMIC for such year and thereafter. In that event, such entity may be taxable as a corporation under Treasury regulations, and the related REMIC Certificates may not be accorded the status or given the tax treatment described below. Although the Code authorizes the Treasury Department to issue regulations providing relief in the event of an inadvertent termination of REMIC status, no such regulations have been issued. Any such relief, moreover, may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the trust fund's income for the period during which the requirements for such status are not satisfied. The pooling and servicing agreement with respect to each REMIC will include provisions designed to maintain the trust status as a REMIC under the REMIC Provisions. It is not anticipated that the status of any trust as a REMIC will be terminated. Characterization of Investments in REMIC Certificates. In general, with respect to each series of certificates for which a REMIC election is made, certificates held by a real estate investment trust will constitute "real estate assets" within the meaning of section 856(c)(5)(B) of the Code, and each such series of certificates will constitute assets described in section 7701(a)(19)(C) of the Code in the same proportion that the assets of the REMIC underlying such certificates would be so treated. However, to the extent that the REMIC assets constitute mortgages on property not used for residential or certain other prescribed purposes, the REMIC Certificates will not be treated as assets qualifying under section 7701(a)(19)(C)(v) of the Code. Moreover, if 95% or more of the assets of the REMIC qualify for any of the foregoing treatments at all times during a calendar year, the REMIC Certificates will qualify for the corresponding status in their entirety for that calendar year. Interest on the REMIC Regular Certificates and income allocated to the class of REMIC Residual Certificates will be interest described in section 856(c)(3)(B) of the Code to the extent that such certificates are treated as "real estate assets" within the meaning of section 856(c)(5)(B) of the Code. In addition, generally the REMIC Regular Certificates will be "qualified mortgages" within the meaning of section 860G(a)(3) of the Code. The determination as to the percentage of the REMIC's assets that constitute assets described in the foregoing sections of the Code will be made with respect to each calendar quarter based on the average adjusted basis of each category of the assets held by the REMIC during such calendar quarter. The servicer or the trustee will report those determinations to certificateholders in the manner and at the times required by the applicable Treasury regulations. The assets of the REMIC will include, in addition to mortgage loans, payments on mortgage loans held pending distribution on the REMIC Certificates and property acquired by foreclosure held pending sale, and may include amounts in reserve accounts. It is unclear whether property acquired by foreclosure held pending sale and amounts in reserve accounts would be considered to be part of the mortgage loans, or whether such assets otherwise would receive the same treatment as the mortgage loans for purposes of all of the foregoing sections. The related prospectus supplement will describe whether any mortgage loans included in the trust fund will not be treated as assets described in the foregoing sections. The REMIC regulations do provide that payments on mortgage loans held pending distribution are considered part of the mortgage loans. Tiered REMIC Structures. For certain series of REMIC Certificates, two or more separate elections may be made to treat designated portions of the related trust fund as separate or tiered REMICs for federal income tax purposes. Upon the issuance of any such series of REMIC Certificates, counsel to the depositor will deliver its opinion generally to the effect that, assuming compliance with all provisions of the related pooling and servicing agreement, the tiered REMICs will each qualify as a REMIC and the REMIC Certificates issued by the tiered REMICs, respectively, will be considered to evidence ownership of REMIC Regular Certificates or REMIC Residual Certificates in the related REMIC within the meaning of the REMIC Provisions. 85 For purposes of determining whether the REMIC Certificates are "real estate assets" within the meaning of section 856(c)(5)(B) of the Code, "loans secured by an interest in real property" under section 7701(a)(19)(C) of the Code, and whether the income generated by these certificates is interest described in section 856(c)(3)(B) of the Code, the tiered REMICs will be treated as one REMIC. TAXATION OF OWNERS OF REMIC REGULAR CERTIFICATES General. Except as otherwise stated in this discussion, REMIC Regular Certificates will be treated for federal income tax purposes as debt instruments issued by the REMIC and not as ownership interests in the REMIC or its assets. Moreover, holders of REMIC Regular Certificates that otherwise report income under a cash method of accounting will be required to report income with respect to REMIC Regular Certificates under an accrual method. Original Issue Discount. Certain REMIC Regular Certificates may be issued with "original issue discount" within the meaning of section 1273(a) of the Code. Any holders of REMIC Regular Certificates issued with original issue discount generally will be required to include original issue discount in income as it accrues, in accordance with the method described below, in advance of the receipt of the cash attributable to such income. In addition, section 1272(a)(6) of the Code provides special rules applicable to REMIC Regular Certificates and certain other debt instruments issued with original issue discount. Final regulations have not been issued under that section. The Code requires that a prepayment assumption be used with respect to mortgage loans held by a REMIC in computing the accrual of original issue discount on REMIC Regular Certificates issued by that REMIC, and that adjustments be made in the amount and rate of accrual of such discount to reflect differences between the actual prepayment rate and the prepayment assumption. The prepayment assumption is to be determined in a manner prescribed in Treasury regulations; as noted above, those regulations have not been issued. The conference committee report accompanying the Tax Reform Act of 1986 indicates that the regulations will provide that the prepayment assumption used with respect to a REMIC Regular Certificate must be the same as that used in pricing the initial offering. The prepayment assumption used in reporting original issue discount for each series of REMIC Regular Certificates will be consistent with this standard and will be disclosed in the related prospectus supplement. However, neither the depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to the prepayment assumption or at any other rate. The original issue discount, if any, on a REMIC Regular Certificate will be the excess of its stated redemption price at maturity over its issue price. The issue price of a particular class of REMIC Regular Certificates will be the first cash price at which a substantial amount of REMIC Regular Certificates of that class is sold (excluding sales to bond houses, brokers and underwriters). If less than a substantial amount of a particular class of REMIC Regular Certificates is sold for cash on or prior to the date of their initial issuance, the issue price will be the fair market value on the issuance date. Under the OID Regulations, the stated redemption price of a REMIC Regular Certificate is equal to the total of all payments to be made on such certificate other than "qualified stated interest." "Qualified stated interest" includes interest payable unconditionally at least annually at a single fixed rate, at a "qualified floating rate," or at an "objective rate," or a combination of a single fixed rate and one or more "qualified floating rates," or one "qualified inverse floating rates," or a combination of "qualified floating rates" that does not operate in a manner that accelerates or defers interest payments on such REMIC Regular Certificates. It is not entirely clear under the Code that interest paid to the REMIC Regular Certificates that are subject to early termination through prepayments and that have limited enforcement rights should be considered "qualified stated interest". However, unless disclosed otherwise in the prospectus supplement, the trust fund intends to treat stated interest as "qualified stated interest" for determining if, and to what extent, the REMIC Regular Certificates have been issued with original issue discount. Nevertheless, holders of the REMIC Regular Certificates should consult their own tax advisors with respect to whether interest in the REMIC Regular Certificates qualifies as "qualified stated interest" under the Code. In the case of REMIC Regular Certificates bearing adjustable interest rates, the determination of the total amount of original issue discount and the timing of the inclusion thereof will vary according to the characteristics of such REMIC Regular Certificates. If the original issue discount rules apply to such 86 certificates, the related prospectus supplement will describe the manner in which these rules will be applied in preparing information returns to the certificateholders and the Internal Revenue Service (the "IRS"). In addition, if the accrued interest to be paid on the first distribution date is computed with respect to a period that begins prior to the issuance of the certificates, a portion of the purchase price paid for a REMIC Regular Certificate will reflect accrued interest. The OID Regulations state that all or some portion of such accrued interest may be treated as a separate asset the cost of which is recovered entirely out of interest paid on the first distribution date. It is unclear how an election to do so would be made under the OID Regulations and whether such an election could be made unilaterally by a certificateholder. Notwithstanding the general definition of original issue discount, original issue discount on a REMIC Regular Certificate will be considered to be de minimis if it is less than 0.25% of the stated redemption price of the REMIC Regular Certificate multiplied by its weighted average life. For this purpose, the weighted average life of the REMIC Regular Certificate is computed as the sum of the amounts determined, as to each payment included in the stated redemption price of such REMIC Regular Certificate, by multiplying the number of complete years, rounding down for partial years, from the issue date until any payment is expected to be made (taking into account the prepayment assumption) by a fraction, the numerator of which is the amount of the payment, and the denominator of which is the stated redemption price at maturity. Under the OID Regulations, original issue discount of only a de minimis amount will be included in income as each payment of stated principal is made, based on the product of the total amount of such de minimis original issue discount and a fraction, the numerator of which is the amount of such principal payment and the denominator of which is the outstanding stated principal amount of the REMIC Regular Certificate. The OID Regulations also would permit a certificateholder to elect to accrue de minimis original issue discount into income currently based on a constant yield method. See "--Taxation of Owners of REMIC Regular Certificates--Market Discount" for a description of such election under the OID Regulations. If original issue discount on a REMIC Regular Certificate is in excess of a de minimis amount, the holder of such certificate must include in ordinary gross income the sum of the "daily portions" of original issue discount for each day during its taxable year on which it held such REMIC Regular Certificate, including the purchase date but excluding the disposition date. In the case of an original holder of a REMIC Regular Certificate, the daily portions of original issue discount will be determined as follows. As to each "accrual period," that is, each period that ends on a date that corresponds to a distribution date and begins on the first day following the immediately preceding accrual period, a calculation will be made of the portion of the original issue discount that accrued during such accrual period. The portion of original issue discount that accrues in any accrual period will equal the excess, if any, of (i) the sum of (a) the present value, as of the end of the accrual period, of all of the distributions remaining to be made on the REMIC Regular Certificate, if any, in future periods and (b) the distributions made on such REMIC Regular Certificate during the accrual period of amounts included in the stated redemption price, over (ii) the adjusted issue price of the REMIC Regular Certificate at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence will be calculated assuming that distributions on the REMIC Regular Certificate will be received in future periods based on the mortgage loans being prepaid at a rate equal to the prepayment assumption and using a discount rate equal to the original yield to maturity of the certificate. For these purposes, the original yield to maturity of the certificate will be calculated based on its issue price and assuming that distributions on the certificate will be made in all accrual periods based on the mortgage loans being prepaid at a rate equal to the prepayment assumption. The adjusted issue price of a REMIC Regular Certificate at the beginning of any accrual period will equal the issue price of such certificate, increased by the aggregate amount of original issue discount that accrued with respect to such certificate in prior accrual periods, and reduced by the amount of any distributions made on such REMIC Regular Certificate in prior accrual periods of amounts included in the stated redemption price. The original issue discount accruing during any accrual period, computed as described above, will be allocated ratably to each day during the accrual period to determine the daily portion of original issue discount for such day. 87 The Treasury Department proposed regulations on August 24, 2004 that create a special rule for accruing original issue discount on REMIC Regular Certificates providing for a delay between record and payment dates, such that the period over which original issue discount accrues coincides with the period over which the certificateholder's right to interest payment accrues under the governing contract provisions rather than over the period between distribution dates. If the proposed regulations are adopted in the same form as proposed, certificateholders would be required to accrue interest from the issue date to the first record date, but would not be required to accrue interest after the last record date. The proposed regulations are limited to REMIC Regular Certificates with delayed payment for periods of fewer than 32 days. The proposed regulations are proposed to apply to any REMIC Regular Certificate issued after the date the final regulations are published in the Federal Register. A subsequent purchaser of a REMIC Regular Certificate that purchases such certificate at a cost (excluding any portion of such cost attributable to accrued qualified stated interest) less than its remaining stated redemption price will also be required to include in gross income the daily portions of any original issue discount with respect to such certificate. However, each such daily portion will be reduced, if such cost is in excess of its "adjusted issue price," in proportion to the ratio such excess bears to the aggregate original issue discount remaining to be accrued on such REMIC Regular Certificate. The adjusted issue price of a REMIC Regular Certificate on any given day equals the sum of (i) the adjusted issue price (or, in the case of the first accrual period, the issue price) of the certificate at the beginning of the accrual period, including the first day and (ii) the daily portions of original issue discount for all days during the related accrual period up to the day of determination. Market Discount. A certificateholder that purchases a REMIC Regular Certificate at a market discount, that is, in the case of a REMIC Regular Certificate issued without original issue discount, at a purchase price less than its remaining stated principal amount, or in the case of a REMIC Regular Certificate issued with original issue discount, at a purchase price less than its adjusted issue price, will recognize gain upon receipt of each distribution representing stated redemption price. In particular, under section 1276 of the Code such a certificateholder generally will be required to allocate the portion of each such distribution representing stated redemption price first to accrued market discount not previously included in income, and to recognize ordinary income to that extent. A certificateholder may elect to include market discount in income currently as it accrues rather than including it on a deferred basis in accordance with the foregoing. If the election is made, it will apply to all market discount bonds acquired by such certificateholder on or after the first day of the taxable year to which the election applies. In addition, the OID Regulations permit a certificateholder to elect to accrue all interest, discount and premium in income as interest, based on a constant yield method. If such an election were made with respect to a REMIC Regular Certificate with market discount, the certificateholder would be deemed to have made an election to currently include market discount in income with respect to all other debt instruments having market discount that such certificateholder acquires during the taxable year of the election or thereafter, and possibly previously acquired instruments. Similarly, a certificateholder that made this election for a certificate that is acquired at a premium would be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that such certificateholder owns or acquires. See "--Taxation of Owners of REMIC Regular Certificates--Premium." Each of these elections to accrue interest, discount and premium with respect to a certificate on a constant yield method or as interest would be irrevocable. Market discount with respect to a REMIC Regular Certificate will be considered to be de minimis for purposes of section 1276 of the Code if such market discount is less than 0.25% of the remaining stated redemption price of such REMIC Regular Certificate multiplied by the number of full years to maturity remaining after the date of its purchase. In interpreting a similar rule with respect to original issue discount on obligations payable in installments, the OID Regulations refer to the weighted average maturity of obligations, and it is likely that the same rule will be applied with respect to market discount, presumably taking into account the prepayment assumption. If market discount is treated as de minimis under this rule, it appears that the actual discount would be treated in a manner similar to original issue discount of a de minimis amount. See "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount." Such treatment would result in discount being included in income at a slower rate than discount would be required to be included in income using the method described above. 88 Section 1276(b)(3) of the Code specifically authorizes the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment. Until regulations are issued, the rules described in the committee report accompanying the Tax Reform Act of 1986 apply. That committee report indicates that REMIC Regular Certificates should accrue market discount either: o on the basis of a constant yield method; o in the case of a REMIC Regular Certificate issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid during the accrual period bears to the total amount of stated interest remaining to be paid as of the beginning of the accrual period; or o in the case of a REMIC Regular Certificate issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total original issue discount remaining on the REMIC Regular Certificate at the beginning of the accrual period. Furthermore, the prepayment assumption used in calculating the accrual of original issue discount is also used in calculating the accrual of market discount. Because the regulations referred to in this paragraph have not been issued, it is not possible to predict what effect such regulations might have on the tax treatment of a REMIC Regular Certificate purchased at a discount in the secondary market. To the extent that REMIC Regular Certificates provide for monthly or other periodic distributions throughout their term, the effect of these rules may be to require market discount to be includible in income at a rate that is not significantly slower than the rate at which such discount would accrue if it were original issue discount. Moreover, in any event a holder of a REMIC Regular Certificate generally will be required to treat a portion of any gain on the sale or exchange of such certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income. Further, under section 1277 of the Code a holder of a REMIC Regular Certificate may be required to defer a portion of its interest deductions for the taxable year attributable to any indebtedness incurred or continued to purchase or carry a REMIC Regular Certificate purchased with market discount. For these purposes, the de minimis rule referred to above applies. Any such deferred interest expense would not exceed the market discount that accrues during such taxable year and is, in general, allowed as a deduction not later than the year in which such market discount is includible in income. If such holder elects to include market discount in income currently as it accrues on all market discount instruments acquired by such holder in that taxable year or thereafter, the interest deferral rule described above will not apply. Premium. A REMIC Regular Certificate purchased at a cost (excluding accrued qualified stated interest) greater than its remaining stated redemption price will be considered to be purchased at a premium. The holder of such a REMIC Regular Certificate may elect under section 171 of the Code to amortize such premium against qualified stated interest under the constant yield method over the life of the certificate. If made, such an election will apply to all debt instruments having amortizable bond premium that the holder owns or subsequently acquires. Amortizable premium will be treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction. The OID Regulations also permit certificateholders to elect to include all interest, discount and premium in income based on a constant yield method, further treating the certificateholder as having made the election to amortize premium generally. See "--Taxation of Owners of REMIC Regular Certificates--Market Discount." The committee report accompanying the Tax Reform Act of 1986 states that the same rules that apply to accrual of market discount will also apply in amortizing bond premium under section 171 of the Code. Realized Losses. Under section 166 of the Code, both noncorporate holders of the REMIC Regular Certificates that acquire such certificates in connection with a trade or business and corporate holders of the REMIC Regular Certificates should be allowed to deduct, as ordinary losses, any losses sustained during a taxable year in which their certificates become wholly or partially worthless as the result of one 89 or more realized losses on the residential loans. However, it appears that a noncorporate holder that does not acquire a REMIC Regular Certificate in connection with a trade or business will not be entitled to deduct a loss under section 166 of the Code until such holder's certificate becomes wholly worthless and that the loss will be characterized as a short-term capital loss. Losses sustained on the mortgage loans may be "events which have occurred before the close of the accrued period" that can be taken into account under Code section 1272(a)(6) for purposes of determining the amount of OID that accrues on a certificate. The holder of a REMIC Regular Certificate eventually will recognize a loss or reduction in income attributable to previously accrued and included income that as the result of a realized loss ultimately will not be realized, but the law is unclear with respect to the timing and character of such loss or reduction in income. Sales of REMIC Regular Certificates. If a REMIC Regular Certificate is sold, the selling certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its adjusted basis in the REMIC Regular Certificate. The adjusted basis of a REMIC Regular Certificate generally will equal the cost of such REMIC Regular Certificate to such certificateholder, increased by income reported by such certificateholder with respect to such REMIC Regular Certificate, including original issue discount and market discount income, and reduced (but not below zero) by distributions on such REMIC Regular Certificate received by such certificateholder and by any amortized premium. Except as provided in the following two paragraphs, any such gain or loss will be capital gain or loss, provided such REMIC Regular Certificate is held as a capital asset within the meaning of section 1221 of the Code. Gain from the sale of a REMIC Regular Certificate that might otherwise be capital gain will be treated as ordinary income to the extent such gain does not exceed the excess, if any, of: o the amount that would have been includible in the seller's income with respect to such REMIC Regular Certificate assuming that income had accrued thereon at a rate equal to 110% of the "applicable Federal rate" determined as of the date of purchase of such REMIC Regular Certificate, over o the amount of ordinary income actually includible in the seller's income prior to such sale. In addition, gain recognized on the sale of a REMIC Regular Certificate by a seller who purchased such REMIC Regular Certificate at a market discount will be taxable as ordinary income in an amount not exceeding the portion of such discount that accrued during the period such REMIC Regular Certificate was held by such holder, reduced by any market discount included in income under the rules described above under "--Taxation of Owners of REMIC Regular Certificates--Market Discount" and "--Premium." REMIC Regular Certificates will be "evidences of indebtedness" within the meaning of section 582(c)(1) of the Code, so that gain or loss recognized from the sale of a REMIC Regular Certificate by a bank or thrift institution to which such section applies will be ordinary income or loss. A portion of any gain from the sale of a REMIC Regular Certificate that might otherwise be capital gain may be treated as ordinary income to the extent that such certificate is held as part of a "conversion transaction" within the meaning of section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk and substantially all of the taxpayer's return is attributable to the time value of money. The amount of gain so realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer's net investment at 120% of the appropriate "applicable Federal rate" at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction. Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for the taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer's net investment income. 90 Foreign Investors in REMIC Regular Certificates. A REMIC Regular Certificateholder that is not a U.S. Person (defined below) and is not subject to federal income tax as a result of any direct or indirect connection to the United States in addition to its ownership of a REMIC Regular Certificate will not, unless otherwise stated in the related prospectus supplement, be subject to United States federal income or withholding tax in respect of a distribution on a REMIC Regular Certificate, provided that the holder provides appropriate documentation. The appropriate documentation includes Form W-8BEN, if the non-U.S. Person is a corporation or individual eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; Form W-8ECI if the non-U.S. Person is eligible for an exemption on the basis of its income from the REMIC Regular Certificate being effectively connected to a United States trade or business; Form W-8BEN or Form W-8IMY if the non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the REMIC Regular Certificate; and Form W-8IMY, with supporting documentation as specified in the Treasury Regulations, required to substantiate exemptions from withholding on behalf of its partners, if the non-U.S. Person is a partnership. An intermediary (other than a partnership) must provide Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A "qualified intermediary" must certify that it has provided, or will provide, a withholding statement as required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its Form W-8IMY, and may certify its account holders' status without including each beneficial owner's certification. A non-"qualified intermediary" must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term "intermediary" means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a REMIC Regular Certificate. A "qualified intermediary" is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS. For these purposes, "U.S. Person" means: o a citizen or resident of the United States; o a corporation or partnership (or other entity treated as a corporation or a partnership for United States Federal income tax purposes) created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations are enacted that provide otherwise); o an estate whose income is includible in gross income for United States federal income tax purposes regardless of its source; and o a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust. It is possible that the IRS may assert that the foregoing tax exemption should not apply with respect to interest distributed on a REMIC Regular Certificate that is held by: o a REMIC Residual Certificateholder that owns directly or indirectly a 10% or greater interest in the REMIC Residual Certificates; or o to the extent of the amount of interest paid by the related mortgagor on a particular mortgage loan, a REMIC Regular Certificateholder that owns a 10% or greater ownership interest in such mortgagor or a controlled foreign corporation of which such mortgagor is a "United States shareholder" within the meaning of section 951(b) of the Code. If the holder does not qualify for exemption, distributions of interest, including distributions in respect of accrued original issue discount, to such holder may be subject to a tax rate of 30%, subject to reduction under any applicable tax treaty. In addition, the foregoing rules will not apply to exempt a United States shareholder of a controlled foreign corporation from taxation on such United States shareholder's allocable portion of the interest income received by such controlled foreign corporation. Further, it appears that a REMIC Regular Certificate would not be included in the estate of a nonresident alien individual and would not be subject to United States estate taxes. However, certificateholders who 91 are non-resident alien individuals should consult their tax advisors concerning this question. Transfers of REMIC Residual Certificates to investors that are not U.S. Persons will be prohibited under the related pooling and servicing agreement. TAXATION OF OWNERS OF REMIC RESIDUAL CERTIFICATES General. As residual interests, the REMIC Residual Certificates will be subject to tax rules that differ significantly from those that would apply if the REMIC Residual Certificates were treated for federal income tax purposes as direct ownership interests in the mortgage loans included in a trust fund or as debt instruments issued by the REMIC. An original holder of a REMIC Residual Certificate generally will be required to report its daily portion of the taxable income or, subject to the limitations noted in this discussion, the net loss of the REMIC for each day during a calendar quarter that such holder owned such REMIC Residual Certificate. For this purpose, the taxable income or net loss of the REMIC will be allocated to each day in the calendar quarter ratably using a "30 days per month/90 days per quarter/360 days per year" convention unless the related prospectus supplement states otherwise. The daily amounts so allocated will then be allocated among the REMIC Residual Certificateholders in proportion to their respective ownership interests on such day. Any amount included in the gross income or allowed as a loss of any REMIC Residual Certificateholder by virtue of this paragraph will be treated as ordinary income or loss. The taxable income of the REMIC will be determined under the rules described below in "--Taxable Income of the REMIC" and will be taxable to the REMIC Residual Certificateholders without regard to the timing or amount of cash distributions by the REMIC. Ordinary income derived from REMIC Residual Certificates will be "portfolio income" for purposes of the taxation of taxpayers subject to limitations under section 469 of the Code on the deductibility of "passive losses." A holder of a REMIC Residual Certificate that purchased such certificate from a prior holder of such certificate also will be required to report on its federal income tax return amounts representing its daily share of the taxable income or loss of the REMIC for each day that it holds such REMIC Residual Certificate. Those daily amounts generally will equal the amounts of taxable income or net loss determined as described above. The Committee Report indicates that certain modifications of the general rules may be made, by regulations, legislation or otherwise, to reduce or increase the income of a REMIC Residual Certificateholder that purchased such REMIC Residual Certificate from a prior holder of such certificate at a price greater than (or less than) the adjusted basis, such REMIC Residual Certificate would have had in the hands of an original holder of such certificate. The REMIC Regulations, however, do not provide for any such modifications. The amount of income REMIC Residual Certificateholders will be required to report (or the tax liability associated with such income) may exceed the amount of cash distributions received from the REMIC for the corresponding period. Consequently, REMIC Residual Certificateholders should have other sources of funds sufficient to pay any federal income taxes due as a result of their ownership of REMIC Residual Certificates or unrelated deductions against which income may be offset, subject to the rules relating to "excess inclusions," residual interests without "significant value" and "noneconomic" residual interests discussed below. The fact that the tax liability associated with the income allocated to REMIC Residual Certificateholders may exceed the cash distributions received by such REMIC Residual Certificateholders for the corresponding period may significantly adversely affect such REMIC Residual Certificateholders' after-tax rate of return. On May 11, 2004 the Treasury Department published final Treasury regulations (the "Inducement Fee Regulations") under sections 446(b), 860C, and 863(a) of the Code relating to the proper method of accounting for, and source of income from, fees ("inducement fees") received by taxpayers to induce the acquisition of "noneconomic" REMIC Residual Certificates. These regulations apply to taxpayers who receive inducement fees in connection with becoming the holder of a noneconomic REMIC Residual Certificate for taxable years ending on or after May 11, 2004. Proposed Treasury regulation section 1.863-1(e) provides that an inducement fee is treated as U.S. source income. Proposed Treasury regulation section 1.446-6(c) sets forth a general rule (the "General Rule") which provides that a taxpayer must recognize in income an inducement fee received for acquiring 92 a noneconomic REMIC Residual Certificate "over the remaining expected life of the applicable REMIC in a manner that reasonably reflects the after-tax costs and benefits of holding that noneconomic residual interest." Under the Inducement Fee Regulations, a taxpayer is generally permitted to adopt an accounting method for the recognition of inducement fees that meets the General Rule described above. The Proposed Treasury regulations state, however, that the treatment of inducement fees received on noneconomic REMIC Residual Certificates constitutes a method of accounting for purposes of Internal Revenue Code sections 446 and 481. Thus, under the Inducement Fee Regulations, once an accounting method is adopted it must be consistently applied to all inducement fees received by the taxpayer in respect of noneconomic REMIC Residual Certificates, and may not be changed without the consent of the Commissioner, pursuant to section 446(e) of the Code and the Treasury regulations and other procedures thereunder. The Inducement Fee Regulations set forth two alternative safe harbor methods of accounting for meeting the General Rule described above. The Commissioner is authorized to provide additional safe harbor methods by revenue ruling or revenue procedure. Under one safe harbor method of accounting set forth in the Inducement Fee Regulations (the "Book Method"), a taxpayer includes an inducement fee in income in accordance with the same accounting method and time period used by the taxpayer for financial reporting purposes, provided that the period over which such inducement fee is included in income is not less than the period the related REMIC is expected to generate taxable income. Under the second safe harbor accounting method (the "Modified REMIC Regulatory Method"), a taxpayer recognizes inducement fee income ratably over the remaining anticipated weighted average life of the REMIC. For this purpose, the REMIC's remaining anticipated weighted average life is determined as of the date of acquisition of the noneconomic REMIC Residual Certificate using the methodology provided in current Treasury regulation section 1.860E-1(a)(3)(iv). The Inducement Fee Regulations also provide that upon a sale or other disposition of a noneconomic REMIC Residual Certificate (other than in a transaction to which section 381(c)(4) of the Code applies) the holder must include currently in income the balance of any previously unrecognized inducement fee amounts attributable to such residual interest. Holders of REMIC Residual Certificates should consult their tax advisors concerning the treatment of such inducement fee payments for income tax purposes. Taxable Income of the REMIC. The taxable income of the REMIC will equal the income from the mortgage loans and other assets of the REMIC plus any cancellation of indebtedness income due to the allocation of realized losses to REMIC Regular Certificates, less the deductions allowed to the REMIC for interest on the REMIC Regular Certificates, amortization of any premium on the mortgage loans, bad debt losses with respect to the mortgage loans and, except as described below, for servicing, administrative and other expenses. For purposes of determining its taxable income, the REMIC will have an initial aggregate basis in its assets equal to the sum of the issue prices of all REMIC Certificates (or, if a class of REMIC Certificates is not sold initially, fair market value). Such aggregate basis will be allocated among the mortgage loans and the other assets of the REMIC in proportion to their respective fair market values. The issue price of any REMIC Certificates offered by this prospectus and the related prospectus supplement will be determined in the manner described above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount." If one or more classes of REMIC Certificates are retained initially rather than sold, the master servicer or the trustee may be required to estimate the fair market value of the REMIC's interests in its mortgage loans and other property in order to determine the basis to the REMIC of the mortgage loans and other property held by such REMIC. Subject to possible application of the de minimis rules, the method of accrual by the REMIC of original issue discount income and market discount income with respect to mortgage loans that it holds will be equivalent to the method for accruing original issue discount income for holders of REMIC 93 Regular Certificates. However, a REMIC that acquires loans at a market discount must include such market discount in income currently, as it accrues, on a constant interest basis. See "--Taxation of Owners of REMIC Regular Certificates" above, which describes a method for accruing such discount income that is analogous to that required to be used by a REMIC as to mortgage loans with market discount that it holds. A mortgage loan will be deemed to have been acquired with discount (or premium) if the REMIC's basis in that mortgage loan is less than (or greater than) its stated redemption price. Any such discount will be includible in the income of the REMIC as it accrues, under a method similar to the method described above for accruing original issue discount on the REMIC Regular Certificates. It is anticipated that each REMIC will elect under section 171 of the Code to amortize any premium on the mortgage loans. Premium on any mortgage loan to which such election applies may be amortized under a constant yield method, presumably taking into account a prepayment assumption. However, this election would not apply to any mortgage loan originated on or before September 27, 1985. Instead, premium on such a mortgage loan should be allocated among the principal payments thereon and be deductible by the REMIC as those payments become due or upon the prepayment of such mortgage loan. A REMIC will be allowed deductions for interest on the REMIC Regular Certificates equal to the deductions that would be allowed if the REMIC Regular Certificates were indebtedness of the REMIC. Original issue discount will be considered to accrue for this purpose as described above under "--Taxation of Owners of REMIC Regular Certificate--Original Issue Discount," except that the de minimis rule and the adjustments for subsequent holders of REMIC Regular Certificates described therein will not apply. If a class of REMIC Regular Certificates is issued at a price in excess of the stated redemption price of such class, the net amount of interest deductions that are allowed the REMIC in each taxable year with respect to the REMIC Regular Certificates of such class will be reduced by an amount equal to the portion of the premium that is considered to be amortized or repaid in that year. Although the matter is not entirely certain, it is likely that Issue Premium would be amortized under a constant yield method in a manner analogous to the method of accruing original issue discount described above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount." As a general rule, the taxable income of a REMIC will be determined in the same manner as if the REMIC were an individual having the calendar year as its taxable year and using the accrual method of accounting. However, no item of income, gain, loss or deduction allocable to a prohibited transaction will be taken into account. See "--Prohibited Transactions Tax and Other Taxes" below. The limitation on miscellaneous itemized deductions imposed on individuals by section 67 of the Code will not be applied at the REMIC level so that the REMIC will be allowed deductions for servicing, administrative and other non-interest expenses in determining its taxable income. All such expenses will be allocated as a separate item to the holders of REMIC Certificates, subject to the limitation of section 67 of the Code. See "--Possible Pass-Through of Miscellaneous Itemized Deductions." If the deductions allowed to the REMIC exceed its gross income for a calendar quarter, such excess will be the net loss for the REMIC for that calendar quarter. Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC Residual Certificate will be equal to the amount paid for such REMIC Residual Certificate, increased by amounts included in the income of the REMIC Residual Certificateholder and decreased (but not below zero) by distributions made, and by net losses allocated, to such REMIC Residual Certificateholder. A REMIC Residual Certificateholder is not allowed to take into account any net loss for any calendar quarter to the extent such net loss exceeds such REMIC Residual Certificateholder's adjusted basis in its REMIC Residual Certificate as of the close of such calendar quarter. Any loss that is not currently deductible by reason of this limitation may be carried forward indefinitely to future calendar quarters and, subject to the same limitation, may be used only to offset income from the REMIC Residual Certificate. The ability of REMIC Residual Certificateholders to deduct net losses may be subject to additional limitations under the Code, as to which REMIC Residual Certificateholders should consult their tax advisors. 94 Any distribution on a REMIC Residual Certificate will be treated as a nontaxable return of capital to the extent it does not exceed the holder's adjusted basis in such REMIC Residual Certificate. To the extent a distribution on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated as gain from the sale of such REMIC Residual Certificate. Holders of certain REMIC Residual Certificates may be entitled to distributions early in the term of the related REMIC under circumstances in which their bases in such REMIC Residual Certificates will not be sufficiently large that such distributions will be treated as nontaxable returns of capital. Their bases in such REMIC Residual Certificates will initially equal the amount paid for such REMIC Residual Certificates and will be increased by their allocable shares of taxable income of the trust fund. However, such bases increases may not occur until the end of the calendar quarter, or perhaps the end of the calendar year, with respect to which such REMIC taxable income is allocated to the REMIC Residual Certificateholders. To the extent such REMIC Residual Certificateholders' initial bases are less than the distributions to such REMIC Residual Certificateholders, and increases in such initial bases either occur after such distributions or are less than the amount of such distributions, gain will be recognized to such REMIC Residual Certificateholders on such distributions and will be treated as gain from the sale of their REMIC Residual Certificates. The effect of these rules is that a REMIC Residual Certificateholder may not amortize its basis in a REMIC Residual Certificate, but may only recover its basis through distributions, through the deduction of any net losses of the REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC Residual Certificates." For a discussion of possible modifications of these rules that may require adjustments to income of a holder of a REMIC Residual Certificate other than an original holder in order to reflect any difference between the cost of such REMIC Residual Certificate to such REMIC Residual Certificateholder and the adjusted basis such REMIC Residual Certificate would have in the hands of an original holder, see "--Taxation of Owners of REMIC Residual Certificates--General." Excess Inclusions. Any "excess inclusions" with respect to a REMIC Residual Certificate will be subject to federal income tax in all events. In general, the "excess inclusions" with respect to a REMIC Residual Certificate for any calendar quarter will be the excess, if any, of: o the sum of the daily portions of REMIC taxable income allocable to such REMIC Residual Certificate; over o the sum of the "daily accruals" for each day during such quarter that such REMIC Residual Certificate was held by such REMIC Residual Certificateholder. The daily accruals of a REMIC Residual Certificateholder will be determined by allocating to each day during a calendar quarter its ratable portion of the product of the "adjusted issue price" of the REMIC Residual Certificate at the beginning of the calendar quarter and 120% of the "long-term Federal rate" in effect on the date the certificates were issued. For this purpose, the adjusted issue price of a REMIC Residual Certificate as of the beginning of any calendar quarter will be equal to the issue price of the REMIC Residual Certificate, increased by the sum of the daily accruals for all prior quarters and decreased (but not below zero) by any distributions made with respect to such REMIC Residual Certificate before the beginning of such quarter. The issue price of a REMIC Residual Certificate is the initial offering price to the public (excluding bond houses and brokers) at which a substantial amount of the REMIC Residual Certificates were sold. The "long-term Federal rate" is an average of current yields on Treasury securities with a remaining term of greater than nine years, computed and published monthly by the IRS. For REMIC Residual Certificateholders, an excess inclusion: o will not be permitted to be offset by deductions, losses or loss carryovers from other activities; o will be treated as "unrelated business taxable income" to an otherwise tax-exempt organization; and o will not be eligible for any rate reduction or exemption under any tax treaty with respect to the 30% United States withholding tax imposed on distributions to foreign investors. See, however, "--Foreign Investors in REMIC Residual Certificates" below. 95 In the case of any REMIC Residual Certificates held by a real estate investment trust, the aggregate excess inclusions with respect to such REMIC Residual Certificates, reduced (but not below zero) by the real estate investment trust taxable income, excluding any net capital gain, will be allocated among the shareholders of such trust in proportion to the dividends received by such shareholders from such trust, and any amount so allocated will be treated as an excess inclusion with respect to a REMIC Residual Certificate as if held directly by such shareholder. The Treasury could issue regulations which apply a similar rule to regulated investment companies, common trust funds and certain cooperatives. The REMIC Regulations currently do not address this subject. In addition, there are three rules for determining the effect of excess inclusions on the alternative minimum taxable income of a REMIC Residual Certificateholder. First, alternative minimum taxable income for a REMIC Residual Certificateholder is determined without regard to the special rule discussed above, that taxable income cannot be less than excess inclusions. Second, a REMIC Residual Certificateholder's alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions. Noneconomic REMIC Residual Certificates. Under the REMIC regulations, transfers of "noneconomic" REMIC Residual Certificates will be disregarded for all federal income tax purposes if "a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax". If such transfer is disregarded, the purported transferor will continue to remain liable for any taxes due with respect to the income on such "noneconomic" REMIC Residual Certificate. The REMIC regulations provide that a REMIC Residual Certificate is noneconomic unless, based on the prepayment assumptions and on any required or permitted cleanup calls, or required liquidation provisions, the present value of the expected future distributions discounted at the "applicable Federal rate" on the REMIC Residual Certificate equals at least the present value of the expected tax on the anticipated excess inclusions and the transferor reasonably expects that the transferee will receive distributions with respect to the REMIC Residual Certificate at or after the time the taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes. The REMIC regulations explain that a significant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. Under the REMIC regulations, a safe harbor is provided if (1) the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the transferee and found that the transferee historically had paid its debts as they came due in the future, (2) the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due and (3) the transferee represents to the transferor that it will not cause income from the REMIC Residual Certificate to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the transferee or any other United States person. Accordingly, all transfers of REMIC Residual Certificates that may constitute noneconomic residual interests will be subject to certain restrictions under the terms of the related pooling and servicing agreement that are intended to reduce the possibility of any such transfer being disregarded. Such restrictions will require each party to a transfer to provide an affidavit to certify to the matters in the preceding sentence. In addition to the three conditions set forth above, a fourth condition must be satisfied in one of two alternative ways for the transferor to have a "safe harbor" against ignoring the transfer. Either: (a) the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest not exceed the sum of: (i) the present value of any consideration given the transferee to acquire the interest; (ii) the present value of the expected future distributions on the interest; and (iii) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses. 96 For purposes of the computations under this alternative, the transferee is assumed to pay tax at the highest rate of tax specified in section 11(b)(1) of the Code (currently 35%) or, in certain circumstances, the alternative minimum tax rate. Further, present values are generally computed using a discount rate equal to the short-term Federal rate set forth in section 1274(d) of the Code for the month of the transfer and the compounding period used by the transferee; or (b) the following requirements are satisfied: (i) the transferee is a domestic "C" corporation (other than a corporation exempt from taxation of a regulated investment company or real estate investment trust) that meets certain gross and net asset tests (generally, $100 million of gross assets and $10 million of net assets for the current year and the two preceding fiscal years); (ii) the transferee agrees in writing that it will transfer the residual interest only to a subsequent transferee that is an eligible corporation and meets the requirements for a safe harbor transfer; and (iii) the facts and circumstances known to the transferor on or before the date of the transfer do not reasonably indicate that the taxes associated with ownership of the residual interest will not be paid by the transferee. Prior to purchasing a REMIC Residual Certificate, prospective purchasers should consider the possibility that a purported transfer of such REMIC Residual Certificate by such a purchaser to another purchaser at some future date may be disregarded in accordance with the above-described rules which would result in the retention of tax liability by such purchaser. The related prospectus supplement will disclose whether offered REMIC Residual Certificates may be considered "noneconomic" residual interests under the REMIC Regulations; provided, however, that any disclosure that a REMIC Residual Certificate will not be considered "noneconomic" will be based upon certain assumptions, and the depositor will make no representation that a REMIC Residual Certificate will not be considered "noneconomic" for purposes of the above-described rules. See "--Foreign Investors in REMIC Residual Certificates" below for additional restrictions applicable to transfers of certain REMIC Residual Certificates to foreign persons. Mark-to-Market Rules. Section 475 provides a requirement that a securities dealer mark-to-market securities held for sale to customers. Treasury regulations provide that for purposes of this mark-to-market requirement, a REMIC Residual Certificate is not treated as a security and thus cannot be marked to market. Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a REMIC generally will be allocated to the holders of the related REMIC Residual Certificates. The applicable Treasury regulations indicate, however, that in the case of a REMIC that is similar to a single class grantor trust, all or a portion of such fees and expenses should be allocated to the holders of the related REMIC Regular Certificates. Unless otherwise stated in the related prospectus supplement, such fees and expenses will be allocated to holders of the related REMIC Residual Certificates in their entirety and not to the holders of the related REMIC Regular Certificates. With respect to REMIC Residual Certificates or REMIC Regular Certificates which receive an allocation of fees and expenses in accordance with the preceding discussion, if any holder thereof is an individual, estate or trust, or a certain "pass-through entity," an amount equal to these fees and expenses will be added to the certificateholder's gross income and the certificateholder will treat such fees and expenses as a miscellaneous itemized deduction subject to the limitation of section 67 of the Code to the extent they exceed in the aggregate two percent of a taxpayer's adjusted gross income. In addition, section 68 of the Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of: o 3% of the excess of the individual's adjusted gross income over such amount; and o 80% of the amount of itemized deductions otherwise allowable for the taxable year. However the section 68 reduction of allowable itemized deductions will be phased out beginning in 2006 and eliminated after 2009. 97 In determining the alternative minimum taxable income of such a holder of a REMIC Certificate that is an individual, estate or trust, or a "pass-through entity," beneficially owned by one or more individuals, estates or trusts, no deduction will be allowed for such holder's allocable portion of servicing fees and other miscellaneous itemized deductions of the REMIC, even though an amount equal to the amount of such fees and other deductions will be included in such holder's gross income. Accordingly, such REMIC Certificates may not be appropriate investments for individuals, estates or trusts, or pass-through entities beneficially owned by one or more individuals, estates or trusts. Such prospective investors should carefully consult with their own tax advisors prior to making an investment in such certificates. Sale of REMIC Residual Certificates. If a REMIC Residual Certificate is sold, the selling certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its adjusted basis in the REMIC Residual Certificate. The adjusted basis of a REMIC Residual Certificate will be determined as described under "--Basis Rules, Net Losses and Distributions. In addition to reporting the taxable income of the REMIC, a REMIC Residual Certificateholder will have taxable income to the extent that any cash distribution to it from the REMIC exceeds the adjusted basis on that distribution date. Income will be treated as gain from the sale or exchange of the REMIC Residual Certificate. As a result, if the REMIC Residual Certificateholder has an adjusted basis in its REMIC Residual Certificate remaining when its interest in the REMIC terminates, and if it holds the REMIC Residual Certificate as a capital asset under section 1221 of the Code, then it will recognize a capital loss at that time in the amount of the remaining adjusted basis. Any gain on the sale of a REMIC Residual Certificate will be treated as ordinary income: (1) if a REMIC Residual Certificate is held as part of a "conversion transaction" as defined in section 1258(c) of the Code, up to the amount of interest that would have accrued on the REMIC Residual Certificateholder's net investment in the conversion transaction at 120% of the appropriate applicable federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of the transaction, or (2) in the case of a non-corporate taxpayer, to the extent that taxpayer has made an election under section 163(d)(4) of the Code to have net capital gains taxed as investment income at ordinary income rates. In addition, gain or loss recognized from the sale of a REMIC Residual Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to section 582(c) of the Code. Except as may be provided in Treasury regulations yet to be issued, if the seller of a REMIC Residual Certificate reacquires a REMIC Residual Certificate, or acquires any other residual interest in a REMIC or any similar interest in a "taxable mortgage pool" during the period beginning six months before, and ending six months after, the date of such sale, such sale will be subject to the "wash sale" rules of section 1091 of the Code. In that event, any loss realized by the REMIC Residual Certificateholder on the sale will not be deductible, but instead will be added to such REMIC Residual Certificateholder's adjusted basis in the newly acquired asset. Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations. If a REMIC Residual Certificate is transferred to a "disqualified organization," a tax would be imposed in an amount equal to the product of: o the present value discounted using the "applicable Federal rate" of the total anticipated excess inclusions with respect to such REMIC Residual Certificate for periods after the transfer; and o the highest marginal federal income tax rate applicable to corporations. The anticipated excess inclusions must be determined as of the date that the REMIC Residual Certificate is transferred and must be based on events that have occurred up to the time of such transfer, the prepayment assumption, required or permitted cleanup calls, or required liquidation provisions. Such a tax generally would be imposed on the transferor of the REMIC Residual Certificate, except that where such transfer is through an agent for a disqualified organization, the tax would instead be imposed on such agent. However, a transferor of a REMIC Residual Certificate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a disqualified organization and, as of the time of the transfer, the transferor does not have actual 98 knowledge that such affidavit is false. Moreover, an entity will not qualify as a REMIC unless there are reasonable arrangements designed to ensure that residual interests are not held by disqualified organizations and information necessary for the application of the tax are made available. Restrictions on the transfer of REMIC Residual Certificates and certain other provisions that are intended to meet this requirement will be included in each pooling and servicing agreement, and will be discussed more fully in any prospectus supplement relating to the offering of any REMIC Residual Certificate. In addition, if a "pass-through entity" includes in income excess inclusions with respect to a REMIC Residual Certificate, and disqualified organization is the record holder of an interest in such entity, then a tax will be imposed on such entity equal to the product of the amount of excess inclusions allocable to the interest in the pass-through entity held by such disqualified organization and the highest marginal federal income tax rate imposed on corporations. A pass-through entity will not be subject to this tax for any period, however, if each record holder of an interest in such pass-through entity furnishes to such pass-through entity such holder's social security number and a statement under penalty of perjury that such social security number is that of the recordholder or a statement under penalty of perjury that such record holder is not a disqualified organization. For these purposes, a "disqualified organization" generally means: o the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of the foregoing (but would exclude as instrumentalities entities not treated as instrumentalities under section 168(h)(2)(D) of the Code or the Freddie Mac), or any organization (other than a cooperative described in section 521 of the Code); o any organization that is exempt from federal income tax, unless it is subject to the tax imposed by section 511 of the Code; or o any organization described in section 1381(a)(2)(C) of the Code. For these purposes, a "pass-through entity" means any regulated investment company, real estate investment trust, trust, partnership or certain other entities described in section 860E(e)(6) of the Code. In addition, a person holding an interest in a pass-through entity as a nominee for another person will, with respect to such interest, be treated as a pass-through entity. Foreign Investors. The REMIC Regulations provide that the transfer of a REMIC Residual Certificate that has "tax avoidance potential" to a "foreign person" will be disregarded for all federal tax purposes. This rule appears intended to apply to a transferee who is not a U.S. Person, unless that transferee's income is effectively connected with the conduct of a trade or business within the United States. A REMIC Residual Certificate is deemed to have tax avoidance potential unless, at the time of the transfer: (1) the future value of expected distributions equals at least 30% of the anticipated excess inclusions after the transfer, and (2) the transferor reasonably expects that the transferee will receive sufficient distributions from the REMIC at or after the time at which the excess inclusions accrue and prior to the end of the next succeeding taxable year for the accumulated withholding tax liability to be paid. If the non-U.S. Person transfers the REMIC Residual Certificate back to a U.S. Person, the transfer will be disregarded and the foreign transferor will continue to be treated as the owner unless arrangements are made so that the transfer does not have the effect of allowing the transferor to avoid tax on accrued excess inclusions. The prospectus supplement relating to the offered certificates of a series may provide that a REMIC Residual Certificate may not be purchased by or transferred to any person that is not a U.S. Person or may describe the circumstances and restrictions pursuant to which a transfer may be made. PROHIBITED TRANSACTIONS TAX AND OTHER TAXES The Code imposes a tax on REMICs equal to 100% of the net income derived from "prohibited transactions". In general, subject to certain specified exceptions, a prohibited transaction means: 99 o the disposition of a mortgage loan; o the receipt of income from a source other than a mortgage loan or certain other permitted investments; o the receipt of compensation for services; or o gain from the disposition of an asset purchased with the payments on the mortgage loans for temporary investment pending distribution on the REMIC Certificates. It is not anticipated that the REMIC will engage in any prohibited transactions in which it would recognize a material amount of net income. In addition, certain contributions to a REMIC made after the day on which the REMIC issues all of its interests could result in the imposition of a tax on the REMIC equal to 100% of the value of the contributed property. The pooling and servicing agreement will include provisions designed to prevent the acceptance of any contributions that would be subject to such tax. REMICs also are subject to federal income tax at the highest corporate rate on "net income from foreclosure property," determined by reference to the rules applicable to real estate investment trusts. "Net income from foreclosure property" generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust. A REMIC may recognize "net income from foreclosure property" subject to federal income tax if the Trustee or applicable servicer determines that the recovery to certificateholders is likely to be greater on an after tax basis than earning qualifying income that is not subject to tax. Unless otherwise disclosed in the related prospectus supplement, it is not anticipated that any material state or local income or franchise tax will be imposed on any REMIC. Unless otherwise stated in the related prospectus supplement, and to the extent permitted by then applicable laws, any tax on prohibited transactions, contributions, "net income from foreclosure property" or state or local tax imposed on the REMIC will be borne by the related servicer or trustee in any case out of its own funds, if such tax arose out of a breach of such person's obligations under the related pooling and servicing agreement and in respect of compliance with applicable laws and regulations. Any such tax not borne by a servicer or trustee will be charged against the related trust fund resulting in a reduction in amounts payable to holders of the related REMIC Certificates. TERMINATION A REMIC will terminate immediately after the distribution date following receipt by the REMIC of the final payment in respect of the mortgage loans or upon a sale of the REMIC's assets following the adoption by the REMIC of a plan of complete liquidation. The last distribution on a REMIC Regular Certificate will be treated as a payment in retirement of a debt instrument. In the case of a REMIC Residual Certificate, if the last distribution on such REMIC Residual Certificate is less than the REMIC Residual Certificateholder's adjusted basis in such REMIC Residual Certificate, such REMIC Residual Certificateholder should be treated as realizing a loss equal to the amount of such difference. Such loss may be treated as a capital loss and may be subject to the "wash sale" rules of section 1091 of the Code. REPORTING AND OTHER ADMINISTRATIVE MATTERS Solely for purposes of the administrative provisions of the Code, the REMIC will be treated as a partnership and REMIC Residual Certificateholders will be treated as partners. Unless otherwise stated in the related prospectus supplement, either the trustee or the servicer generally will hold at least a nominal amount of REMIC Residual Certificates, will file REMIC federal income tax returns on behalf of the related REMIC, and will be designated as and will act as the "tax matters person" with respect to the REMIC in all respects. As the tax matters person, the trustee or the servicer, as the case may be, will, subject to certain notice requirements and various restrictions and limitations, generally have the authority to act on behalf of the 100 REMIC and the REMIC Residual Certificateholders in connection with the administrative and judicial review of items of income, deduction, gain or loss of the REMIC, as well as the REMIC's classification. REMIC Residual Certificateholders will generally be required to report such REMIC items consistently with their treatment on the related REMIC's tax return and may in some circumstances be bound by a settlement agreement between the trustee or the servicer, as the case may be, as tax matters person, and the IRS concerning any such REMIC item. Adjustments made to the REMIC tax return may require a REMIC Residual Certificateholder to make corresponding adjustments on its return, and an audit of the REMIC's tax return, or the adjustments resulting from such an audit, could result in an audit of a REMIC Residual Certificateholder's return. No REMIC will be registered as a tax shelter pursuant to section 6111 of the Code because it is not anticipated that any REMIC will have a net loss for any of the first five taxable years of its existence. Any person that holds a REMIC Residual Certificate as a nominee for another person may be required to furnish to the related REMIC, in a manner to be provided in Treasury regulations, the name and address of such person and other information. Reporting of interest income, including any original issue discount, with respect to REMIC Regular Certificates is required annually, and may be required more frequently under Treasury regulations. These information reports generally are required to be sent to individual holders of REMIC Regular Certificates and the IRS; holders of REMIC Regular Certificates that are corporations, trusts, securities dealers and certain other non-individuals will be provided interest and original issue discount income information and the information set forth in the following paragraph upon request in accordance with the requirements of the applicable regulations. The information must be provided by the later of 30 days after the end of the quarter for which the information was requested, or two weeks after the receipt of the request. The REMIC must also comply with rules requiring that information relating to be reported to the IRS. Reporting with respect to the REMIC Residual Certificates, including income, excess, inclusions, investment expenses and relevant information regarding qualification of the REMIC's assets will be made as required under the Treasury regulations, generally on a quarterly basis. As applicable, the REMIC Regular Certificate information reports will include a statement of the adjusted issue price of the REMIC Regular Certificate at the beginning of each accrual period. In addition, the reports will include information required by regulations with respect to computing the accrual of any market discount. Because exact computation of the accrual of market discount on a constant yield method would require information relating to the holder's purchase price that the REMIC may not have, such regulations only require that information pertaining to the appropriate proportionate method of accruing market discount be provided. See "--Taxation of Owners of REMIC Regular Certificates--Market Discount." The responsibility for complying with the foregoing reporting rules will be borne by either the trustee or the servicer, unless otherwise stated in the related prospectus supplement. BACKUP WITHHOLDING WITH RESPECT TO REMIC CERTIFICATES Payments of interest and principal, and proceeds from the sale of REMIC Certificates, may be subject to the "backup withholding tax" at a rate of 28% (increasing to 30% after 2010) unless the recipient of such payments is a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification number; is a non-U.S. Person and provides IRS Form W-8BEN identifying the non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury Regulations Section 1.6049-4(c)(1)(ii). Any amounts deducted and withheld from a distribution to a recipient would be allowed as a credit against such recipient's federal income tax. Information reporting requirements may also apply regardless of whether withholding is required. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner. FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC ELECTION IS MADE GENERAL Classification of Grantor Trust Funds. With respect to each series of grantor trust certificates, counsel to the depositor will deliver its opinion to the effect that, assuming compliance with the pooling 101 and servicing agreement, the grantor trust fund will be classified as a grantor trust under subpart E, part I of subchapter J of the Code and not as a partnership or an association taxable as a corporation. Accordingly, each holder of a grantor trust certificate generally will be treated as the owner of an interest in the mortgage loans included in the grantor trust fund. For purposes of the following discussion, a grantor trust certificate represents an undivided equitable ownership interest in the principal of the mortgage loans constituting the related grantor trust fund, together with interest thereon at a pass-through rate, will be referred to as a "grantor trust fractional interest certificate." A grantor trust certificate representing ownership of all or a portion of the difference between interest paid on the mortgage loans constituting the related grantor trust fund less normal administration fees and any spread and interest paid to the holders of grantor trust fractional interest certificates issued with respect to a grantor trust fund will be referred to as a "grantor trust strip certificate." A grantor trust strip certificate may also evidence a nominal ownership interest in the principal of the mortgage loans constituting the related grantor trust fund. CHARACTERIZATION OF INVESTMENTS IN GRANTOR TRUST CERTIFICATES Grantor Trust Fractional Interest Certificates. Except as discussed in the related prospectus supplement, in the case of grantor trust fractional interest certificates, counsel to the depositor will deliver an opinion that, in general, grantor trust fractional interest certificates will represent interests in: o assets described in section 7701(a)(19)(C) of the Code; o "obligation[s] which...[are] principally secured by an interest in real property" within the meaning of section 860G(a)(3)(A) of the Code; and o "real estate assets" within the meaning of section 856(c)(5)(B) of the Code. In addition, counsel to the depositor will deliver an opinion that interest on grantor trust fractional interest certificates will to the same extent be considered "interest on obligations secured by mortgages on real property or on interests in real property" within the meaning of section 856(c)(3)(B) of the Code. Grantor Trust Strip Certificates. Even if grantor trust strip certificates evidence an interest in a grantor trust fund consisting of mortgage loans that are assets described in section 7701(a)(19)(C) of the Code, "real estate assets" within the meaning of section 856(c)(5)(B) of the Code, and the interest on which is "interest on obligations secured by mortgages on real property" within the meaning of section 856(c)(3)(B) of the Code, it is unclear whether the grantor trust strip certificates, and the income they produce, will be so characterized. Although the policies underlying such sections may suggest that such characterization is appropriate, counsel to the depositor will not deliver any opinion on the characterization of these certificates. Prospective purchasers of grantor trust strip certificates should consult their tax advisors regarding whether the grantor trust strip certificates, and the income they produce, will be so characterized. The grantor trust strip certificates will be "obligation[s] (including any participation or certificate of beneficial ownership therein) which[are] principally secured by an interest in real property" within the meaning of section 860G(a)(3)(A) of the Code. Taxation of Owners of Grantor Trust Fractional Interest Certificates. Holders of a particular series of grantor trust fractional interest certificates generally will be required to report on their federal income tax returns their shares of the entire income from the mortgage loans (including reasonable servicing fees and other expenses) and will be entitled to deduct their shares of any such reasonable servicing fees and other expenses. In some situations, the taxpayer's deduction may be subject to itemized deduction limitations and be limited if the taxpayer is subject to the corporate alternative minimum tax. For a more detailed discussion of these limitations, see "Federal Income Tax Consequences for REMIC Certificates-- Taxation of Owners of REMIC Residual Certificates--Possible Pass-Through of Miscellaneous Itemized Deductions". Although it is not entirely clear, it appears that in transactions in which multiple classes of grantor trust certificates are issued, such fees and expenses should be allocated among the classes of grantor trust certificates using a method that recognizes that each such class benefits from the related services. In the 102 absence of further guidance, it is intended to base information returns or reports on a method that allocates such expenses among classes of grantor trust certificates with respect to each period based on the distributions made to each such class during that period. The federal income tax treatment of grantor trust fractional interest certificates of any series will depend on whether they are subject to the "stripped bond" rules of section 1286 of the Code. Grantor trust fractional interest certificates may be subject to those rules if a class of grantor trust strip certificates is issued as part of the same series of Certificates or the depositor or any of its affiliates retains a right to receive a specified portion of the interest payable on a mortgage asset. Further, the IRS has ruled that an unreasonably high servicing fee retained by a seller or servicer will be treated as a retained ownership interest in mortgages that constitutes a stripped coupon. For purposes of determining what constitutes reasonable servicing fees for various types of mortgages the IRS has established certain "safe harbors." The servicing fees paid with respect to the mortgage loans for certain series of grantor trust certificates may be higher than the "safe harbors" and, accordingly, may not constitute reasonable servicing compensation. The related prospectus supplement will include information regarding servicing fees paid to a servicer or their respective affiliates necessary to determine whether the preceding "safe harbor" rules apply. If Stripped Bond Rules Apply. If the stripped bond rules apply, each grantor trust fractional interest certificate will be treated as having been issued with "original issue discount" within the meaning of section 1273(a) of the Code, subject, however, to the discussion below regarding the treatment of certain stripped bonds as market discount bonds and de minimis market discount discussion below. See "--Market Discount" below. Under the stripped bond rules, the holder of a grantor trust fractional interest certificate will be required to report "qualified stated interest" from its grantor trust fractional interest certificate for each month, as such amounts are received or accrued (based on the holder's method of accounting) and will be required to report an amount equal to the original issue discount income that accrues on such certificate in that month calculated under a constant yield method, in accordance with the rules of the Code relating to original issue discount. The original issue discount on a grantor trust fractional interest certificate will be the excess of such certificate's stated redemption price over its issue price. The issue price of a grantor trust fractional interest certificate as to any purchaser will be equal to the price paid by such purchaser for the grantor trust fractional interest certificate. The stated redemption price of a grantor trust fractional interest certificate will be the sum of all payments to be made on such certificate, other than "qualified stated interest," and the certificate's share of reasonable servicing and other expenses. See "--If Stripped Bond Rules Do Not Apply" below for a definition of "qualified stated interest." In general, the amount of such income that accrues in any month would equal the product of such holder's adjusted basis in such grantor trust fractional interest certificate at the beginning of such month (see "--Sales of Grantor Trust Certificates") and the yield of such grantor trust fractional interest certificate to such holder. Such yield would be computed at the rate that, if used to discount the holder's share of future payments on the mortgage loans, would cause the present value of those future payments to equal the price at which the holder purchased such certificate. In computing yield under the stripped bond rules, a certificateholder's share of future payments on the mortgage loans will not include any payments made in respect of any spread or any other ownership interest in the mortgage loans retained by the depositor, a servicer, or their respective affiliates, but will include such certificateholder's share of any reasonable servicing fees and other expenses. With respect to certain categories of debt instruments, section 1272(a)(6) of the Code requires the use of a reasonable prepayment assumption and conforms to the prepayment assumption used in pricing the instrument. Regulations could be adopted applying those provisions to the grantor trust fractional interest certificates. It is unclear whether those provisions would be applicable to the grantor trust fractional interest certificates or whether use of a reasonable prepayment assumption may be required or permitted without reliance on these rules. It is also uncertain, if a prepayment assumption is used, whether the assumed prepayment rate would be determined based on conditions at the time of the first sale of the grantor trust fractional interest certificate or, with respect to any holder, at the time of purchase of the grantor trust fractional interest certificate by that holder. Certificateholders are advised to consult their 103 own tax advisors concerning reporting original issue discount in general and, in particular, whether a prepayment assumption should be used in reporting original issue discount with respect to grantor trust fractional interest certificates. In the case of a grantor trust fractional interest certificate acquired at a price equal to the principal amount of the mortgage loans allocable to such certificate, the use of a prepayment assumption generally would not have any significant effect on the yield used in calculating accruals of interest income. In the case, however, of a grantor trust fractional interest certificate acquired at a discount or premium, the use of a reasonable prepayment assumption would increase or decrease such yield, and thus accelerate or decelerate, respectively, the reporting of income. If a prepayment assumption is not used, then when a mortgage loan prepays in full, the holder of a grantor trust fractional interest certificate acquired at a discount or a premium generally will recognize income or loss, which under amendments to the Code adopted in 1997 would be capital except to the extent of any accrued market discount equal to the difference between the portion of the prepaid principal amount of the mortgage loan that is allocable to such certificate and the portion of the adjusted basis of such certificate that is allocable to such certificateholder's interest in the mortgage loan. If a prepayment assumption is used, although there is no guidance, logically that no separate item of income or loss should be recognized upon a prepayment. Instead, a prepayment should be treated as a partial payment of the stated redemption price of the grantor trust fractional interest certificate and accounted for under a method similar to that described for taking account of original issue discount on REMIC Regular Certificates. See "Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount." It is unclear whether any other adjustments would be required to reflect differences between an assumed prepayment rate and the actual rate of prepayments. In the absence of statutory or administrative clarification, it is currently intended to base information reports or returns to the IRS and certificateholders in transactions subject to the stripped bond rules on a prepayment assumption that will be disclosed in the related prospectus supplement and on a constant yield computed using a representative initial offering price for each class of certificates. However, neither the depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to such stripped bond prepayment assumption or any other rate and certificateholders should bear in mind that the use of a representative initial offering price will mean that such information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders of each series who bought at that price. In light of the application of section 1286 of the Code, a beneficial owner of a stripped bond generally will be required to compute accruals of original issue discount based on its yield, possibly taking into account its own prepayment assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the trustee. Accordingly, any information reporting provided by the trustee with respect to these stripped bonds, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of original issue discount for these certificates. Prospective investors therefore should be aware that the timing of accruals of original issue discount applicable to a stripped bond generally will be different than that reported to holders and the IRS. Prospective investors should consult their own tax advisors regarding their obligation to compute and include in income the correct amount of original issue discount accruals and any possible tax consequences to them if they should fail to do so. Under Treasury regulation section 1.1286-1(b), certain stripped bonds are to be treated as market discount bonds and, accordingly, any purchaser of such a bond is to account for any discount on the bond as market discount rather than original issue discount. This treatment only applies, however, if immediately after the most recent disposition of the bond by a person stripping one or more coupons from the bond and disposing of the bond or coupon, there is less than a de minimis amount of original issue discount or the annual stated rate of interest payable on the original bond is no more than one percentage point lower than the gross interest rate payable on the original mortgage loan before subtracting any servicing fee or any stripped coupon. Original issue discount or market discount on a grantor trust fractional interest certificate are de minimis if less than 0.25% of the stated redemption price multiplied 104 by the weighted average maturity of the mortgage loans. Original issue discount or market discount of only a de minimis amount will be included in income in the same manner as de minimis original issue discount and market discount described in "--If Stripped Bond Rules Do Not Apply" and "--Market Discount." If Stripped Bond Rules Do Not Apply. Subject to the discussion below on original issue discount, if the stripped bond rules do not apply to a grantor trust fractional interest certificate, the certificateholder will be required to report its share of the interest income on the mortgage loans in accordance with such certificateholder's normal method of accounting. The original issue discount rules will apply to a grantor trust fractional interest certificate to the extent it evidences an interest in mortgage loans issued with original issue discount. The original issue discount, if any, on the mortgage loans will equal the difference between the stated redemption price of such mortgage loans and their issue price. Under the OID Regulations, the stated redemption price is equal to the total of all payments to be made on such mortgage loan other than "qualified stated interest." "Qualified stated interest" generally includes interest that is unconditionally payable at least annually at a single fixed rate, at a "qualified floating rate" or at an "objective rate." In general, the issue price of a mortgage loan will be the amount received by the borrower from the lender under the terms of the mortgage loan, less any "points" paid by the borrower, and the stated redemption price of a mortgage loan will equal its principal amount, unless the mortgage loan provides for an initial below-market rate of interest or the acceleration or the deferral of interest payments. In the case of mortgage loans bearing adjustable or variable interest rates, the related prospectus supplement will describe the manner in which such rules will be applied with respect to those mortgage loans in preparing information returns to the certificateholders and the IRS. Notwithstanding the general definition of original issue discount, original issue discount will be considered to be de minimis if such original issue discount is less than 0.25% of the stated redemption price multiplied by the weighted average maturity of the mortgage loan. For this purpose, the weighted average maturity of the mortgage loan will be computed by multiplying the number of full years from the issue date until such payment is expected to be made by a fraction, the numerator of which is the amount of the payment and the denominator of which is the stated redemption price of the mortgage loan. Under the OID Regulations, original issue discount of only a de minimis amount will generally be included in income as each payment of stated principal price is made, based on the product of the total amount of such de minimis original issue discount and a fraction, the numerator of which is the amount of each such payment and the denominator of which is the outstanding stated principal amount of the mortgage loan. The OID Regulations also permit a certificateholder to elect to accrue de minimis original issue discount into income currently based on a constant yield method. See "--Market Discount" below. If original issue discount is in excess of a de minimis amount, all original issue discount with respect to a mortgage loan will be required to be accrued and reported in income each month, based on a constant yield. The OID Regulations suggest that no prepayment assumption is appropriate in computing the yield on prepayable obligations issued with original issue discount. In the absence of statutory or administrative clarification, it currently is not intended to base information reports or returns to the IRS and certificateholders on the use of a prepayment assumption in transactions not subject to the stripped bond rules. However, section 1272(a)(6) of the Code may require that a prepayment assumption be made in computing yield with respect to all mortgage-backed securities. Certificateholders are advised to consult their own tax advisors concerning whether a prepayment assumption should be used in reporting original issue discount with respect to grantor trust fractional interest certificates. Certificateholders should refer to the related prospectus supplement with respect to each series to determine whether and in what manner the original issue discount rules will apply to mortgage loans in such series. A purchaser of a grantor trust fractional interest certificate that purchases such grantor trust fractional interest certificate at a cost less than such certificate's allocable portion of the aggregate remaining stated redemption price of the mortgage loans held in the related trust fund will also be required to include in gross income such certificate's daily portions of any original issue discount with respect to such mortgage loans. However, each such daily portion will be reduced, if the cost of such grantor trust fractional interest certificate to such purchaser is in excess of such certificate's allocable 105 portion of the aggregate "adjusted issue prices" of the mortgage loans held in the related trust fund, approximately in proportion to the ratio such excess bears to such certificate's allocable portion of the aggregate original issue discount remaining to be accrued on such mortgage loans. The adjusted issue price of a mortgage loan on any given day equals the sum of the adjusted issue price of such mortgage loan at the beginning of the accrual period that includes such day plus the daily portions of original issue discount for all days during such accrual period prior to such day. The adjusted issue price of a mortgage loan at the beginning of any accrual period will equal the issue price of such mortgage loan, increased by the aggregate amount of original issue discount with respect to such mortgage loan that accrued in prior accrual periods, and reduced by the amount of any payments made on such mortgage loan in prior accrual periods of amounts included in its stated redemption price. The trustee or servicer, as applicable, will provide to any holder of a grantor trust fractional interest certificate such information as such holder may reasonably request from time to time with respect to original issue discount accruing on grantor trust fractional interest certificates. See "--Grantor Trust Reporting" below. Market Discount. If the stripped bond rules do not apply to the grantor trust fractional interest certificate, a certificateholder may be subject to the market discount rules of sections 1276 through 1278 of the Code to the extent an interest in a mortgage loan is considered to have been purchased at a "market discount." If market discount is in excess of a de minimis amount, the holder generally will be required to include in income in each month the amount of such discount that has accrued through such month that has not previously been included in income, but limited, in the case of the portion of such discount that is allocable to any mortgage loan, to the payment of stated redemption price on such mortgage loan that is received by or due to the trust fund in that month. A certificateholder may elect to include market discount in income currently as it accrues under a constant yield method rather than including it on a deferred basis in accordance with the foregoing. If made, such election will apply to all market discount bonds acquired by such certificateholder during or after the first taxable year to which such election applies. In addition, the OID Regulations would permit a certificateholder to elect to accrue all interest, discount and premium in income as interest, based on a constant yield method. If such an election were made with respect to a mortgage loan with market discount, the certificateholder would be deemed to have made an election to currently include market discount in income with respect to all other debt instruments having market discount that such certificateholder acquires during the taxable year of the election and thereafter and, possibly, previously acquired instruments. Similarly, a certificateholder that made this election for a certificate acquired at a premium would be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that such certificateholder owns or acquires. See "Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Regular Certificates--Premium." Each of these elections to accrue interest, discount and premium with respect to a certificate on a constant yield method or as interest is irrevocable. Section 1276(b)(3) of the Code authorized the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments where principal is payable in more than one installment. Until such time as regulations are issued by the Treasury Department, certain rules described in the Committee Report apply. For a more detailed discussion of the treatment of market discount, see "Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Regular Certificates--Market Discount". Because the mortgage loans will provide for periodic payments of stated redemption price, such discount may be required to be included in income at a rate that is not significantly lower than the rate at which such discount would be included in income if it were original issue discount. Market discount with respect to mortgage loans generally will be considered to be de minimis if it is less than 0.25% of the stated redemption price of the mortgage loans multiplied by the number of full years to maturity remaining after the date of its purchase. In interpreting a similar rule with respect to original issue discount on obligations payable in installments, the OID Regulations refer to the weighted average maturity of obligations, and it is likely that the same rule will be applied with respect to market discount, presumably taking into account the prepayment assumption used, if any. The effect of using a prepayment assumption could be to accelerate the reporting of such discount income. If market discount is treated as 106 de minimis under the foregoing rule, it appears that actual discount would be treated in a manner similar to original issue discount of a de minimis amount. See "--If Stripped Bond Rules Do Not Apply." Further, under the rules described in "Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Regular Certificates--Market Discount," any discount that is not original issue discount and exceeds a de minimis amount may require the deferral of interest expense deductions attributable to accrued market discount not yet includible in income, unless an election has been made to report market discount currently as it accrues. This rule applies without regard to the origination dates of the mortgage loans. Premium. If a certificateholder is treated as acquiring the underlying mortgage loans at a premium, that is, at a price in excess of their remaining stated redemption price, such certificateholder may elect under section 171 of the Code to amortize using a constant yield method. Amortizable premium is treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction. It is unclear whether a prepayment assumption should be used in computing amortization of premium allowable under section 171 of the Code. If premium is not subject to amortization using a prepayment assumption and a mortgage loan prepays in full, the holder of a grantor trust fractional interest certificate acquired at a premium should recognize a loss, equal to the difference between the portion of the prepaid principal amount of the mortgage loan that is allocable to the certificate and the portion of the adjusted basis of the certificate that is allocable to the mortgage loan. If a prepayment assumption is used to amortize such premium, it appears that such a loss would be unavailable. Instead, if a prepayment assumption is used, a prepayment should be treated as a partial payment of the stated redemption price of the grantor trust fractional interest certificate and accounted for under a method similar to that described for taking account of original issue discount on REMIC Regular Certificates. See "Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount." It is unclear whether any other adjustments would be required to reflect differences between the prepayment assumption used, if any, and the actual rate of prepayments. Taxation of Owners of Grantor Trust Strip Certificates. The "stripped coupon" rules of section 1286 of the Code will apply to the grantor trust strip certificates. Except as described above in "--If Stripped Bond Rules Apply," no regulations or published rulings under section 1286 of the Code have been issued and some uncertainty exists as to how it will be applied to securities such as the grantor trust strip certificates. Accordingly, holders of grantor trust strip certificates should consult their own tax advisors concerning the method to be used in reporting income or loss with respect to such certificates. The OID Regulations insofar as they describe the application of the constant yield method, do not apply to instruments to which section 1272(a)(6) applies, which may include grantor trust strip certificates as well as grantor trust fractional interest certificates, although they provide general guidance as to how the original issue discount sections of the Code will be applied. In addition, the discussion below is subject to the discussion under "--Possible Application of Contingent Payment Rules" below and assumes that the holder of a grantor trust strip certificate will not own any grantor trust fractional interest certificates. Under the stripped coupon rules, it appears that original issue discount will be required to be accrued in each month on the grantor trust strip certificates based on a constant yield method. In effect, each holder of grantor trust strip certificates would include as interest income in each month an amount equal to the product of such holder's adjusted basis in such grantor trust strip certificate at the beginning of such month and the yield of such grantor trust strip certificate to such holder. Such yield would be calculated based on the price paid for that grantor trust strip certificate by its holder and the payments remaining to be made thereon at the time of the purchase, plus an allocable portion of the servicing fees and expenses to be paid with respect to the mortgage loans. See "--If Stripped Bond Rules Apply" above. As noted above, section 1272(a)(6) of the Code requires that a prepayment assumption be used in computing the accrual of original issue discount with respect to certain categories of debt instruments, and that adjustments be made in the amount and rate of accrual of such discount when prepayments do not conform to such prepayment assumption. Regulations could be adopted applying those provisions to the grantor trust strip certificates. It is unclear whether those provisions would be applicable to the grantor trust strip certificates or whether use of a prepayment assumption may be required or permitted in the absence of such regulations. It is also uncertain, if a prepayment assumption is used, whether the assumed 107 prepayment rate would be determined based on conditions at the time of the first sale of the grantor trust strip certificate or, with respect to any subsequent holder, at the time of purchase of the grantor trust strip certificate by that holder. The accrual of income on the grantor trust strip certificates will be significantly slower if a prepayment assumption is permitted to be made than if yield is computed assuming no prepayments. In the absence of statutory or administrative guidance, it is intended to base information returns or reports to the IRS and certificateholders on the stripped bond prepayment assumption disclosed in the related prospectus supplement and on a constant yield computed using a representative initial offering price for each class of certificates. However, neither the depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to the stripped bond prepayment assumption. Prospective purchasers of the grantor trust strip certificates should consult their own tax advisors regarding the use of the stripped bond prepayment assumption. It is unclear under what circumstances, if any, the prepayment of a mortgage loan will give rise to a loss to the holder of a grantor trust strip certificate. If a grantor trust strip certificate is treated as a single instrument and the effect of prepayments is taken into account in computing yield with respect to such grantor trust strip certificate, it appears that no loss may be available as a result of any particular prepayment unless prepayments occur at a rate faster than the stripped bond prepayment assumption. However, if a grantor trust strip certificate is treated as an interest in discrete mortgage loans, or if the stripped bond prepayment assumption is not used, then when a mortgage loan is prepaid, the holder of a grantor trust strip certificate should be able to recognize a loss equal to the portion of the adjusted issue price of the grantor trust strip certificate that is allocable to such mortgage loan. In addition, any loss may be treated as a capital loss. Possible Application of Contingent Payment Rules. The coupon stripping rules' general treatment of stripped coupons is to regard them as newly issued debt instruments in the hands of each purchaser. To the extent that payments on the grantor trust strip certificates would cease if the mortgage loans were prepaid in full, the grantor trust strip certificates could be considered to be debt instruments providing for contingent payments. Under the OID Regulations, debt instruments providing for contingent payments are not subject to the same rules as debt instruments providing for non-contingent payments. Final regulations have been promulgated with respect to contingent payment debt instruments. However, these regulations do not specifically address the grantor trust strip certificates or other securities subject to the stripped bond rules of section 1286 of the Code. Certificateholders should consult their tax advisors concerning the possible application of the contingent payment rules to the grantor trust strip certificates. Sales of Grantor Trust Certificates. Any gain or loss, equal to the difference between the amount realized on the sale or exchange of a grantor trust certificate and its adjusted basis, recognized on such sale or exchange of a grantor trust certificate by an investor who holds such grantor trust certificate as a capital asset, will be capital gain or loss, except to the extent of accrued and unrecognized market discount, which will be treated as ordinary income. The adjusted basis of a grantor trust certificate generally will equal its cost, increased by any income reported by the seller and reduced (but not below zero) by any previously reported losses, any amortized premium and by any distributions with respect to such grantor. Gain or loss from the sale of a grantor trust certificate may be partially or wholly ordinary and not capital in certain circumstances. Gain attributable to accrued and unrecognized market discount will be treated as ordinary income, as will gain or loss recognized by banks and other financial institutions subject to section 582(c) of the Code. Furthermore, a portion of any gain that might otherwise be capital gain may be treated as ordinary income to the extent that the grantor trust certificate is held as part of a "conversion transaction" within the meaning of section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk and the taxpayer's return is substantially attributable to the time value of money. The amount of gain realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer's net investment at 120% of the appropriate "applicable Federal rate" at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction. Finally, a taxpayer may elect to have net capital gain taxed at ordinary income 108 rates rather than capital gains rates in order to include such net capital gain in total net investment income for that taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer's net investment income. Grantor Trust Reporting. As may be provided in the related prospectus supplement, the trustee or servicer, as applicable, will furnish to each holder of a grantor trust certificate, with each distribution, a statement setting forth the amount of such distribution allocable to principal on the underlying mortgage loans and to interest thereon at the related pass-through interest rate. In addition, within a reasonable time after the end of each calendar year, the trustee or servicer will furnish to each certificateholder during such year such customary factual information as the depositor or the reporting party deems necessary or desirable to enable holders of grantor trust certificates to prepare their tax returns and will furnish comparable information to the IRS as and when required by law to do so. Because the rules for accruing discount and amortizing premium with respect to the grantor trust certificates are uncertain in various respects, there is no assurance the IRS will agree with the trustee's or servicer's information reports. Moreover, such information reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders that bought their certificates at the representative initial offering price used in preparing such reports. Backup Withholding. In general, the rules described in "Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Residual Certificates--Backup Withholding with Respect to REMIC Certificates" will also apply to grantor trust certificates. Foreign Investor. In general, the discussion with respect to REMIC Regular Certificates in "Federal Income Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Regular Certificates--Foreign Investors in REMIC Regular Certificates" applies to grantor trust certificates except that grantor trust certificates will, unless otherwise disclosed in the related prospectus supplement, be eligible for exemption from United States withholding tax, subject to the conditions described in such discussion, only to the extent the related mortgage loans were originated after July 18, 1984. However, to the extent the grantor trust certificate represents an interest in real property (e.g., because of foreclosures), it would be treated as representing a United States real property interest for United States federal income tax purposes. This could result in withholding consequences to non-U.S. certificateholders and potential U.S. taxation. To the extent that interest on a grantor trust certificate would be exempt under sections 871(h)(1) and 881(c) of the Code from United States withholding tax, and the grantor trust certificate is not held in connection with a certificateholder's trade or business in the United States, such grantor trust certificate will not be subject to United States estate taxes in the estate of a non-resident alien individual. On June 20, 2002, the IRS published regulations which will, when effective, and if finalized in their proposed form, establish a reporting framework for interests in "widely held fixed investment trusts" that will place the responsibility of reporting on the person in the ownership chain who holds an interest for a beneficial owner. A widely-held fixed investment trust is defined as an entity classified as a "trust" under Treasury regulation section 301.7701-4(c), in which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person's account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name. These regulations were proposed to be effective beginning January 1, 2004, but such date has passed and the regulations have not been finalized. It is unclear when, or if, these regulations will become final. REPORTABLE TRANSACTIONS Any holder of an offered certificate that reports any item or items of income, gain, expense, or loss in respect of such certificate for tax purposes in an amount that differs from the amount reported for book purposes by more than $10 million, on a gross basis, in any taxable year may be subject to certain disclosure requirements for "reportable transactions." Prospective investors should consult their tax advisers concerning any possible tax return disclosure obligation with respect to the offered certificates. STATE AND OTHER TAX CONSEQUENCES In addition to the federal income tax consequences described in "Material Federal Income Tax Consequences," potential investors should consider the state and local tax consequences of the 109 acquisition, ownership and disposition of the offered certificates. State and local tax law may differ substantially from the corresponding federal tax law, and the discussion above does not purport to describe any aspect of the tax laws of any state or other jurisdiction. Therefore, prospective investors should consult their own tax advisors with respect to the various tax consequences of investments in the offered certificates. 110 ERISA CONSIDERATIONS GENERAL ERISA and the Code impose certain requirements on retirement plans and other employee benefit plans or arrangements, including individual retirement accounts, individual retirement annuities, medical savings accounts, Keogh plans, collective investment funds and separate and general accounts in which such plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code (all of which are referred to in this prospectus as "Plans"), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, such plans may be subject to the provisions of other applicable federal, state or local law (which may contain restrictions substantially similar to those in ERISA and the Code). ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan's investments be made in accordance with the documents governing the Plan. In addition, ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons ("Parties-in-Interest") who have certain specified relationships to the Plan, unless a statutory or administrative exemption is available. Certain Parties-in-Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Section 4975 of the Code, unless a statutory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code. Plan Asset Regulations. A Plan's investment in offered certificates may cause the trust assets to be deemed "plan assets" of a Plan. Section 2510.3-101 of the regulations of the United States Department of Labor (the "DOL") provides that when a Plan acquires an equity interest in an entity, the Plan's assets include both such equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the entity by "benefit plan investors" (defined to include Plans and certain employee benefit plans not subject to ERISA, including foreign and governmental plans) is not "significant." For this purpose, in general, equity participation in a trust fund will be "significant" on any date if, immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors (excluding for this calculation any person, other than a benefit plan investor, who has discretionary authority or control, or provides investment advice (direct or indirect) for a fee with respect to the assets of the trust fund). Any person who has discretionary authority or control respecting the management or disposition of plan assets of a Plan, and any person who provides investment advice with respect to such assets for a fee, will generally be a fiduciary of the investing plan. If the trust assets constitute plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan "fiduciary" with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and the Code. In addition, if the trust assets constitute plan assets, the purchase of certificates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA and the Code. PROHIBITED TRANSACTION EXEMPTIONS Wachovia Corporation ("Wachovia") has received from the DOL an individual prohibited transaction exemption (the "Exemption"), which generally exempts from the application of the prohibited transaction provisions of sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Section 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of mortgage pools and the purchase, sale and holding of mortgage pass-through certificates underwritten by an underwriter, provided that certain conditions set forth in the Exemption application are satisfied. For purposes of this Section, "ERISA Considerations," 111 the term "underwriter" includes (i) Wachovia, (ii) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wachovia, and (iii) any member of the underwriting syndicate or selling group of which Wachovia or a person described in (ii) is a manager or co-manager with respect to a class of certificates. See "Method of Distribution." The Exemption sets forth five general conditions which, among others, must be satisfied for a transaction involving the purchase, sale and holding of offered certificates by a Plan to be eligible for exemptive relief under the Exemption: First, the acquisition of offered certificates by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm's-length transaction with an unrelated party. Second, the offered certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's"), or Fitch, Inc. ("Fitch"). Third, the trustee cannot be an affiliate of any other member of the Restricted Group other than an underwriter. The "Restricted Group" consists of any underwriter, the depositor, the trustee, the master servicer, the special servicer, any sub-servicer, the provider of any credit support and any obligor with respect to mortgage assets (including mortgage loans underlying a CMBS not issued by Fannie Mae, Freddie Mac, Farmer Mac or Ginnie Mae) constituting more than 5% of the aggregate unamortized principal balance of the mortgage assets in the related trust fund as of the date of initial issuance of the certificates. Fourth, the sum of all payments made to and retained by the underwriter(s) in connection with the distribution or placement of certificates must represent not more than reasonable compensation for underwriting or placing the certificates; the sum of all payments made to and retained by the depositor pursuant to the assignment of the mortgage assets to the related trust fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the master servicer and any sub-servicer must represent not more than reasonable compensation for such person's services under the related pooling and servicing agreement and reimbursement of such person's reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933, as amended. In the event the obligations used to fund the trust fund have not all been transferred to the trust fund on the closing date, additional obligations meeting certain requirements as specified in the Exemption may be transferred to the trust fund in exchange for the amounts credited to the Pre-Funding Account during a period required by the Exemption, commencing on the closing date and ending no later than the earliest to occur of: (i) the date the amount on deposit in the Pre-Funding Account (as defined in the Exemption) is less than the minimum dollar amount specified in the pooling and servicing agreement; (ii) the date on which an event of default occurs under the pooling and servicing agreement; or (iii) the date which is the later of three months or 90 days after the closing date. In addition, the amount in the Pre-Funding Account may not exceed 25% of the aggregate principal amount of the offered certificates. Certain other conditions of the Exemption relating to pre-funding accounts must also be met, in order for the exemption to apply. The prospectus supplement will discuss whether pre-funding accounts will be used. The Exemption also requires that the trust fund meet the following requirements: (i) the trust fund must consist solely of assets of the type that have been included in other investment pools; (ii) certificates in such other investment pools must have been rated in one of the four highest categories of Standard & Poor's, Moody's, or Fitch for at least one year prior to the Plan's acquisition of certificates; and (iii) certificates in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan's acquisition of certificates. The Exemption generally applies to mortgage loans such as the mortgage loans to be included in any trust fund. It is not clear whether the Exemption applies to participant directed plans as described in 112 Section 404(c) of ERISA or plans that are subject to Section 4975 of the Code but that are not subject to Title I of ERISA, such as certain Keogh plans and certain individual retirement accounts. If mortgage loans are secured by leasehold interests, each lease term must be at least 10 years longer than the term of the relevant mortgage loan. If the general conditions set forth in the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (i) the direct or indirect sale, exchange or transfer of offered certificates acquired by a Plan upon issuance from the depositor or underwriter when the depositor, underwriter, master servicer, special servicer, sub-servicer, trustee, provider of credit support, or obligor with respect to mortgage assets is a "Party in Interest" under ERISA with respect to the investing Plan, (ii) the direct or indirect acquisition or disposition in the secondary market of offered certificates by a Plan and (iii) the holding of offered certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a certificate on behalf of an "Excluded Plan" by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For this purpose, an Excluded Plan is a Plan sponsored by any member of the Restricted Group. If certain specific conditions set forth in the Exemption are also satisfied, the Exemption may provide relief from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code to an obligor acting as a fiduciary with respect to the investment of a Plan's assets in the certificates (or such obligor's affiliate) only if, among other requirements (i) such obligor (or its affiliate) is an obligor with respect to 5% percent or less of the fair market value of the assets contained in the trust fund and is otherwise not a member of the Restricted Group, (ii) a Plan's investment in certificates does not exceed 25% of all of the certificates outstanding at the time of the acquisition, (iii) immediately after the acquisition, no more than 25% of the assets of the Plan are invested in certificates representing an interest in trusts (including the trust fund) containing assets sold or serviced by the depositor or a servicer and (iv) in the case of the acquisition of the certificates in connection with their initial issuance, at least 50% of the certificates are acquired by persons independent of the Restricted Group and at least 50% of the aggregate interest in the trust fund is acquired by persons independent of the Restricted Group. The Exemption also applies to transactions in connection with the servicing, management and operation of the trust fund, provided that, in addition to the general requirements described above, (a) such transactions are carried out in accordance with the terms of a binding pooling and servicing agreement, (b) the pooling and servicing agreement is provided to, or described in all material respects in the prospectus or private placement memorandum provided to, investing Plans before their purchase of certificates issued by the trust fund and (c) the terms and conditions for the defeasance of a mortgage obligation and substitution of a new mortgage obligation, as so directed, have been approved by an NRSRO and do not result in any certificates receiving a lower credit rating from the NRSRO than the current rating. The pooling and servicing agreements will each be a "Pooling and Servicing Agreement" as defined in the Exemption. Each pooling and servicing agreement will provide that all transactions relating to the servicing, management and operations of the trust fund must be carried out in accordance with the pooling and servicing agreement. The DOL has issued a Prohibited Transaction Class Exemption 95-60 (the "Class Exemption"), which provides relief from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code for transactions in connection with the servicing, management and operation of a trust in which an insurance company general account has an interest as a result of its acquisition of certificates issued by such trust, provided that certain conditions are satisfied. Insurance company general accounts meeting the specified conditions may generally purchase, in reliance on the Class Exemption, classes of certificates that do not meet the requirements of the Exemption solely because they have not received a rating at the time of the acquisition in one of the four highest rating categories from Standard & Poor's, Moody's, or Fitch. In addition to the foregoing Class Exemption, relief may be available to certain insurance company general accounts, which support 113 policies issued by any insurer on or before December 31, 1998 to or for the benefit of employee benefit plans, under regulations published by the DOL under Section 401(c) of ERISA, that became applicable on July 5, 2001. Any Plan fiduciary considering the purchase of certificates should consult with its counsel with respect to the applicability of the Exemption and other issues and determine on its own whether all conditions have been satisfied and whether the certificates are an appropriate investment for a Plan under ERISA and the Code (or, in the case of governmental plans or church plans, under applicable federal, state or local law). The prospectus supplement will specify the representations required by purchasers of certificates, but generally, each purchaser using the assets of one or more Plans to purchase a certificate shall be deemed to represent that each such Plan qualifies as an "accredited investor" as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, and no Plan will be permitted to purchase or hold such certificates unless such certificates are rated in one of the top four rating categories by at least one rating agency at the time of such purchase, unless such Plan is an insurance company general account that represents and warrants that it is eligible for, and meets all of the requirements of, Sections I and III of Prohibited Transaction Class Exemption 95-60. Each purchaser of classes of certificates that are not rated at the time of purchase in one of the top four rating categories by at least one rating agency shall be deemed to represent that it is eligible for, and meets all of the requirements of, Sections I and III of Prohibited Transaction Class Exemption 95-60. The prospectus supplement with respect to a series of certificates may contain additional information regarding the application of the Exemption or any other exemption, with respect to the certificates offered thereby. LEGAL INVESTMENT If so specified in the related prospectus supplement, certain classes of the offered certificates will constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA"). Generally, the only classes of offered certificates which will qualify as "mortgage related securities" will be those that (1) are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization and (2) are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate. The appropriate characterization of those offered certificates not qualifying as "mortgage related securities" for purposes of SMMEA ("Non-SMMEA Certificates") under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase such offered certificates, may be subject to significant interpretive uncertainties. Accordingly, investors whose investment activities are subject to investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Non-SMMEA Certificates constitute legal investments for them. Those classes of offered certificates qualifying as "mortgage related securities" will constitute legal investments for persons, trusts, corporations, partnerships, associations, business trusts and business entities (including depository institutions, insurance companies, trustees and pension funds) created pursuant to or existing under the laws of the United States or of any state, including the District of Columbia and Puerto Rico, whose authorized investments are subject to state regulation, to the same extent that, under applicable law, obligations issued by or guaranteed as to principal and interest by the United States or any of its agencies or instrumentalities constitute legal investments for such entities. Under SMMEA, a number of states enacted legislation, on or before the October 3, 1991 cutoff for such enactments, limiting to various extents the ability of certain entities (in particular, insurance companies) to invest in "mortgage related securities" secured by liens on residential, or mixed residential and commercial properties, in most cases by requiring the affected investors to rely solely upon existing state law, and not SMMEA. Pursuant to Section 347 of the Riegle Community Development and Regulatory Improvement Act of 1994, which amended the definition of "mortgage related security" to include, in relevant part, offered certificates satisfying the rating and qualified originator requirements for "mortgage related securities," but evidencing interests in a trust fund consisting, in whole or in part, of first liens on one or more parcels of real estate upon which are located one or more commercial structures, states were authorized to enact legislation, on or before September 23, 2001, specifically referring to 114 Section 347 and prohibiting or restricting the purchase, holding or investment by state-regulated entities in such types of offered certificates. Accordingly, the investors affected by any state legislation overriding the preemptive effect of SMMEA will be authorized to invest in offered certificates qualifying as "mortgage related securities" only to the extent provided in that legislation. SMMEA also amended the legal investment authority of federally-chartered depository institutions as follows: federal savings and loan associations and federal savings banks may invest in, sell or otherwise deal in "mortgage related securities" without limitation as to the percentage of their assets represented thereby, federal credit unions may invest in those securities, and national banks may purchase those securities for their own account without regard to the limitations generally applicable to investment securities set forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those regulations as the applicable federal regulatory authority may prescribe. In this connection, the Office of the Comptroller of the Currency (the "OCC") has amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for their own account, without limitation as to a percentage of the bank's capital and surplus (but subject to compliance with certain general standards in 12 C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit information), certain "Type IV securities," defined in 12 C.F.R. Section 1.2(m) to include certain "commercial mortgage-related securities" and "residential mortgage-related securities." As so defined, "commercial mortgage-related security" and "residential mortgage-related security" mean, in relevant part, "mortgage related security" within the meaning of SMMEA, provided that, in the case of a "commercial mortgage-related security," it "represents ownership of a promissory note or certificate of interest or participation that is directly secured by a first lien on one or more parcels of real estate upon which one or more commercial structures are located and that is fully secured by interests in a pool of loans to numerous obligors." In the absence of any rule or administrative interpretation by the OCC defining the term "numerous obligors," no representation is made as to whether any of the offered certificates will qualify as "commercial mortgage-related securities," and thus as "Type IV securities," for investment by national banks. The National Credit Union Administration (the "NCUA") has adopted rules, codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in "mortgage related securities," other than stripped mortgage related securities (unless the credit union complies with the requirements of 12 C.F.R. Section 703.16 (e) for investing in those securities), residual interests in mortgage related securities, and commercial mortgage related securities, subject to compliance with general rules governing investment policies and practices; however, credit unions approved for the NCUA's "investment pilot program" under 12 C.F.R. Section 703.19 may be able to invest in those prohibited forms of securities, while "RegFlex credit unions" may invest in commercial mortgage related securities under certain conditions pursuant to 12 C.F.R. Section 742.4(b)(2). The Office of Thrift Supervision (the "OTS") has issued Thrift Bulletin 13a (December 1, 1998), "Management of Interest Rate Risk, Investment Securities, and Derivatives Activities" and Thrift Bulletin 73a (December 18, 2001) "Investing in Complex Securities," which thrift institutions subject to the jurisdiction of the OTS should consider before investing in any of the offered certificates. All depository institutions considering an investment in the offered certificates should review the "Supervisory Policy Statement on Investment Securities and End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal Financial Institutions Examination Council, which has been adopted by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the OCC and the OTS, effective May 26, 1998, and by the NCUA effective October 1, 1998. The 1998 Policy Statement sets forth general guidelines which depository institutions must follow in managing risks (including market, credit, liquidity, operational (transaction), and legal risks) applicable to all securities (including mortgage pass-through securities and mortgage-derivative products) used for investment purposes. Investors whose investment activities are subject to regulation by federal and state authorities should review rules, policies and guidelines adopted from time to time by those authorities before purchasing any offered certificates, as certain classes may be deemed unsuitable investments, or may otherwise be restricted, under those rules, policies or guidelines (in certain instances irrespective of SMMEA). The foregoing does not take into consideration the applicability of statutes, rules, regulations, orders, guidelines or agreements generally governing investments made by a particular investor, including, but not limited to, "prudent investor" provisions, percentage-of-assets limits, provisions which may restrict or 115 prohibit investment in securities which are not "interest-bearing" or "income-paying," and, with regard to any offered certificates issued in book-entry form, provisions which may restrict or prohibit investments in securities which are issued in book-entry form. Except as to the status of certain classes of offered certificates as "mortgage related securities," no representations are made as to the proper characterization of the offered certificates for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase offered certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the offered certificates) may adversely affect the liquidity of the offered certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates constitute legal investments or are subject to investment, capital or other restrictions and, if applicable, whether SMMEA has been overridden in any jurisdiction relevant to such investor. METHOD OF DISTRIBUTION The offered certificates offered by the prospectus and the related prospectus supplements will be offered in series. The distribution of the offered certificates may be effected from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale or at the time of commitment therefor. The prospectus supplement for the offered certificates of each series will, as to each class of such certificates, set forth the method of the offering, either the initial public offering price or the method by which the price at which the certificates of such class will be sold to the public can be determined, any class or classes of offered certificates, or portions thereof, that will be sold to affiliates of the depositor, the amount of any underwriting discounts, concessions and commissions to underwriters, any discounts or commissions to be allowed to dealers and the proceeds of the offering to the depositor. If so specified in the prospectus supplement, the offered certificates of a series will be distributed in a firm commitment underwriting, subject to the terms and conditions of the underwriting agreement, by Wachovia Capital Markets, LLC, acting as underwriter with other underwriters, if any, named in the prospectus supplement. Alternatively, the prospectus supplement may specify that offered certificates will be distributed by Wachovia Capital Markets, LLC acting as agent. If Wachovia Capital Markets, LLC acts as agent in the sale of offered certificates, Wachovia Capital Markets, LLC will receive a selling commission with respect to such offered certificates, depending on market conditions, expressed as a percentage of the aggregate certificate balance or notional amount of such offered certificates as of the date of issuance. The exact percentage for each series of certificates will be disclosed in the prospectus supplement. To the extent that Wachovia Capital Markets, LLC elects to purchase offered certificates as principal, Wachovia Capital Markets, LLC may realize losses or profits based upon the difference between its purchase price and the sales price. The prospectus supplement with respect to any series offered other than through underwriters will contain information regarding the nature of such offering and any agreements to be entered into between the depositor or any affiliate of the depositor and purchasers of offered certificates of such series. This prospectus and prospectus supplements also may be used by the depositor, Wachovia Capital Markets, LLC, an affiliate of the depositor, and any other affiliate of the depositor 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 such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale or otherwise. If so specified in a prospectus supplement, all or a portion of one or more classes of the offered certificates identified in the prospectus supplement may be retained or sold by the depositor either directly or indirectly through an underwriter, including Wachovia Capital Markets, LLC to one or more affiliates of the depositor. This prospectus and prospectus supplements may be used by any such affiliate to resell offered certificates publicly or privately to affiliated or unaffiliated parties either directly or indirectly through an underwriter, including Wachovia Capital Markets, LLC. 116 The depositor will agree to indemnify Wachovia Capital Markets, LLC and any underwriters and their respective controlling persons against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or will contribute to payments that any such person may be required to make in respect thereof. In the ordinary course of business, Wachovia Capital Markets, LLC and the depositor may engage in various securities and financing transactions, including repurchase agreements to provide interim financing of the depositor's mortgage loans pending the sale of such mortgage loans or interests therein, including the certificates. The depositor anticipates that the offered certificates will be sold primarily to institutional investors which may include affiliates of the depositor. Purchasers of offered certificates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with reoffers and sales by them of offered certificates. Certificateholders should consult with their legal advisors in this regard prior to any such reoffer or sale. As to each series of certificates, only those classes rated in an investment grade rating category by any rating agency will be offered hereby. Any class of certificates not offered by this prospectus may be initially retained by the depositor, and may be sold by the depositor at any time to one or more institutional investors. Underwriters or agents and their associates may be customers of (including borrowers from), engage in transactions with, and/or perform services for the depositor, its affiliates, and the trustee in the ordinary course of business. LEGAL MATTERS Unless otherwise specified in the prospectus supplement, certain legal matters in connection with the certificates of each series, including certain federal income tax consequences, will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina. FINANCIAL INFORMATION A new trust fund will be formed with respect to each series of certificates, and no trust fund will engage in any business activities or have any assets or obligations prior to the issuance of the related series of certificates. Accordingly, no financial statements with respect to any trust fund will be included in this prospectus or in the prospectus supplement. RATINGS It is a condition to the issuance of any class of offered certificates that they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one rating agency. Ratings on commercial mortgage pass-through certificates address the likelihood of receipt by the holders thereof of all collections on the underlying mortgage assets to which such holders are entitled. These ratings address the structural, legal and issuer-related aspects associated with such certificates, the nature of the underlying mortgage assets and the credit quality of the guarantor, if any. Ratings on commercial mortgage pass-through certificates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which such prepayments might differ from those originally anticipated. As a result, certificateholders might suffer a lower than anticipated yield, and, in addition, holders of Stripped Interest Certificates in extreme cases might fail to recoup their initial investments. There can be no assurance that any rating agency not requested to rate the offered certificates will not nonetheless issue a rating to any or all classes thereof and, if so, what such rating or ratings would be. A rating assigned to any class of offered certificates by a rating agency that has not been requested by the depositor to do so may be lower than the rating assigned to a class of offered certificates by one or more of the rating agencies that has been requested by the depositor to rate the offered certificates. 117 A security rating is not a recommendation to buy, sell or hold securities and may be subject to qualification, revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of another security rating. INDEX OF PRINCIPAL DEFINITIONS "Accrual Certificates" means certificates which provide for distributions of accrued interest thereon commencing only following the occurrence of certain events, such as the retirement of one or more other classes of certificates of such series. "Accrued Certificate Interest" means, with respect to each class of certificates and each distribution date, other than certain classes of Stripped Interest Certificates and REMIC Residual certificates, the amount equal to the interest accrued for a specified period (generally the period between distribution dates) on the outstanding certificate balance of those certificates immediately prior to such distribution date, at the applicable pass-through rate, as described under "Distributions of Interest on the Certificates" in this prospectus. "Available Distribution Amount" means, for any series of certificates and any distribution date, the total of all payments or other collections (or advances in lieu thereof) on, under or in respect of the mortgage assets and any other assets included in the related trust fund that are available for distribution to the certificateholders of that series on that date. The particular components of the Available Distribution Amount for any series on each distribution date will be more specifically described in the prospectus supplement. "Code" means the Internal Revenue Code of 1986, as amended. "Constant Prepayment Rate" or "CPR" means a rate that represents an assumed constant rate of prepayment each month (which is expressed on a per annum basis) relative to the outstanding principal balance of a pool of mortgage loans for the life of such mortgage loans. "Cut-Off Date" means the date on which the ownership of the mortgage loans of a related series of certificates and rights to payment thereon are deemed transferred to the trust fund, as specified in the related prospectus supplement. "Debt Service Coverage Ratio" means, with respect to a mortgage loan at any given time and as more fully set forth in the prospectus supplement, the ratio of (i) the Net Operating Income of the mortgaged property for a twelve-month period to (ii) the annualized scheduled payments on the mortgage loan and on any other loan that is secured by a lien on the mortgaged property prior to the lien of the mortgage. "DTC" means The Depository Trust Company. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Farmer Mac" or "FAMC" means the Federal Agricultural Mortgage Corporation. "Loan-to-Value Ratio" means, as more fully set forth in the prospectus supplement, the ratio (expressed as a percentage) of (i) the then outstanding principal balance of the mortgage loan and the outstanding principal balance of any loan secured by a lien on the mortgaged property prior to the lien of the mortgage, to (ii) the value of the mortgaged property, which is generally its fair market value determined in an appraisal obtained by the originator at the origination of such loan. "Net Operating Income" means, as more fully set forth in the prospectus supplement and for any given period, the total operating revenues derived from a mortgaged property, minus the total operating expenses incurred in respect of the mortgaged property other than (i) non-cash items such as depreciation and amortization, (ii) capital expenditures and (iii) debt service on loans (including the mortgage loan) secured by liens on the mortgaged property. "REMIC" means a "real estate mortgage investment conduit" under the Code. "REMIC Certificate" means a certificate issued by a trust fund relating to a series of certificate where an election is made to treat the trust fund as a REMIC. "REO Property" means any mortgaged property acquired on behalf of the trust fund in respect of a defaulted mortgage loan through foreclosure, deed in lieu of foreclosure or otherwise. 118 "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as amended. "Standard Prepayment Assumption" or "SPA" means a rate that represents an assumed variable rate of prepayment each month (which is expressed on a per annum basis) relative to the then outstanding principal balance of a pool of loans, with different prepayment assumptions often expressed as percentages of SPA. "Stripped Interest Certificates" means certificates which are entitled to interest distributions with disproportionately small, nominal or no principal distributions. "Stripped Principal Certificates" means certificates which are entitled to principal distributions with disproportionately small, nominal or no interest distributions. 119 [THIS PAGE INTENTIONALLY LEFT BLANK.]
The file "WBCMT 2005-C20 Prospectus Annexes A1-9.xls", which is a Microsoft Excel*, Version 5.0 spreadsheet, that provides in electronic format certain information shown in Annexes A-1, A-1A, A-1B, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9. In addition, the spreadsheet provides certain Mortgage Loan and Mortgaged Property information contained in Annex A-1 and information detailing the changes in the amount of monthly payments with regard to certain Mortgage Loans. As described under "DESCRIPTION OF THE CERTIFICATES--Reports to Certificateholders; Available Information" in this prospectus supplement, each month the Trustee will make available through its internet website an electronic file in CMSA format updating and supplementing the information contained in the "WBCMT 2005-C20 Prospectus Annexes A1-9.xls" file. To open the file, insert the diskette into your floppy drive. Copy the file "WBCMT 2005-C20 Prospectus Annexes A1-9.xls" to your hard drive or network drive. Copy the file "WBCMT 2005-C20 Prospectus Annexes A1-9.xls" as you would normally open any spreadsheet in Microsoft Excel. After the file is opened, a securities law legend will be displayed. READ THE LEGEND CAREFULLY. To view the data, see the worksheets labeled "Disclaimer" and "A-1 Loan and Property Schedule" or "A-1A Loan and Property Schedule" or "A-1B Loan and Property Schedule" or "A-2 Multifamily Data" or "A-3 Reserve Accounts" or "A-4 Commercial Tenant Schedule" or "A-5 Cross-Collateralized Pool" or "A-6 Monument Payment Schedule" or "A-7 Tollway Payment Schedule" or "A-8 Rapp Collins Payment Schedule" or "A-9 Loans and Property Schedule", respectively. * Microsoft Excel is a registered trademark of Microsoft Corporation. ================================================================================ UNTIL NOVEMBER , 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THE OFFERED CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. -------------------------------------------- TABLE OF CONTENTS <TABLE> PAGE ---- PROSPECTUS SUPPLEMENT SUMMARY OF PROSPECTUS SUPPLEMENT ........................................ S-5 OVERVIEW OF THE CERTIFICATES ............................................ S-6 THE PARTIES ............................................................. S-8 IMPORTANT DATES AND PERIODS ............................................. S-11 THE CERTIFICATES ........................................................ S-12 THE MORTGAGE LOANS ...................................................... S-33 RISK FACTORS ............................................................ S-49 DESCRIPTION OF THE MORTGAGE POOL ........................................ S-107 SERVICING OF THE MORTGAGE LOANS ......................................... S-221 DESCRIPTION OF THE CERTIFICATES ......................................... S-243 DESCRIPTION OF THE SWAP CONTRACTS ....................................... S-287 YIELD AND MATURITY CONSIDERATIONS ....................................... S-291 USE OF PROCEEDS ......................................................... S-303 MATERIAL FEDERAL INCOME TAX CONSEQUENCES ................................ S-304 ERISA CONSIDERATIONS .................................................... S-308 LEGAL INVESTMENT ........................................................ S-311 METHOD OF DISTRIBUTION .................................................. S-311 LEGAL MATTERS ........................................................... S-312 RATINGS ................................................................. S-313 INDEX OF DEFINED TERMS .................................................. S-315 ANNEX A-1 ............................................................... A-1 ANNEX A-1A .............................................................. A-1A ANNEX A-1B .............................................................. A-1B ANNEX A-2 ............................................................... A-2 ANNEX A-3 ............................................................... A-3 ANNEX A-4 ............................................................... A-4 ANNEX A-5 ............................................................... A-5 ANNEX A-6 ............................................................... A-6 ANNEX A-7 ............................................................... A-7 ANNEX A-8 ............................................................... A-8 ANNEX A-9 ............................................................... A-9 ANNEX B ................................................................. B-1 ANNEX C ................................................................. C-1 ANNEX D ................................................................. D-1 PROSPECTUS ADDITIONAL INFORMATION .................................................. 6 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ....................... 6 SUMMARY OF PROSPECTUS ................................................... 7 RISK FACTORS ............................................................ 14 DESCRIPTION OF THE TRUST FUNDS .......................................... 34 YIELD CONSIDERATIONS .................................................... 40 THE DEPOSITOR ........................................................... 45 USE OF PROCEEDS ......................................................... 45 DESCRIPTION OF THE CERTIFICATES ......................................... 46 DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS ..................... 53 DESCRIPTION OF CREDIT SUPPORT ........................................... 67 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES ...................... 69 MATERIAL FEDERAL INCOME TAX CONSEQUENCES ................................ 84 STATE AND OTHER TAX CONSEQUENCES ........................................ 109 ERISA CONSIDERATIONS .................................................... 111 LEGAL INVESTMENT ........................................................ 114 METHOD OF DISTRIBUTION .................................................. 116 LEGAL MATTERS ........................................................... 117 FINANCIAL INFORMATION ................................................... 117 RATINGS ................................................................. 117 INDEX OF PRINCIPAL DEFINITIONS .......................................... 118 </TABLE> $3,379,890,000 (APPROXIMATE) WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. (DEPOSITOR) WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C20 ------------------------------------------------ PROSPECTUS SUPPLEMENT ------------------------------------------------ WACHOVIA SECURITIES DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. NOMURA AUGUST , 2005 ================================================================================