SUBJECT TO CHANGE
All information in this Term Sheet, whether regarding the assets backing any
securities discussed here or otherwise, will be superseded by the information
contained in the final prospectus for any securities actually sold to you.
STRUCTURAL AND COLLATERAL TERM SHEET
$2,997,189,000
(APPROXIMATE)
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
DEPOSITOR
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
CLASSES A-1, A-2PFL, A-2C, A-3, A-PB,
A-4, A-1A, A-MFL, A-MFX,
A-J, B, C AND D
-------------------------------------------------------------------------
SERIES 2005-C21
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OCTOBER 2005
Mortgage Loan Sellers
WACHOVIA BANK, NATIONAL ASSOCIATION
NOMURA CREDIT & CAPITAL, INC.
ARTESIA MORTGAGE CAPITAL CORPORATION
Master Servicer
WACHOVIA BANK, NATIONAL ASSOCIATION
Special Servicer
LNR PARTNERS, INC.
[WACHOVIA SECURITIES LOGO] [NOMURA LOGO OMITTED]
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
TABLE OF CONTENTS
Transaction Structure
Transaction Terms ........................................................ 3
Structure Overview ....................................................... 10
Structure Schematic ...................................................... 12
Mortgage Pool Characteristics as of the Cut-Off Date
General Characteristics .................................................. 13
Property Type ............................................................ 14
Property Location ........................................................ 15
Cut-Off Date Balance ..................................................... 16
Mortgage Rate ............................................................ 16
Underwritten Debt Service Coverage Ratio ................................. 16
Cut-Off Date Loan-to-Value Ratio ......................................... 16
Maturity Date or ARD Loan-to-Value Ratio ................................. 16
Original Term to Maturity or ARD ......................................... 17
Remaining Term to Maturity or ARD ........................................ 17
Original Amortization Term ............................................... 17
Remaining Stated Amortization Term ....................................... 17
Original Partial IO Terms ................................................ 17
Seasoning ................................................................ 17
Prepayment Provisions Summary ............................................ 17
Prepayment Provision Based on Outstanding Principal Balance .............. 18
Group 1 Prepayment Provision Based on Outstanding Principal Balance ...... 19
Group 2 Prepayment Provision Based on Outstanding Principal Balance ...... 20
Twenty Largest Mortgage Loans ............................................. 21
85 Tenth Avenue .......................................................... 23
NGP Rubicon GSA Pool ..................................................... 29
1000 & 1100 Wilson ....................................................... 37
Abbey Pool ............................................................... 43
Metropolitan Square ...................................................... 49
Extra Space Self Storage Portfolio #5 .................................... 55
San Felipe Plaza ......................................................... 61
Extra Space Teamsters Pool ............................................... 67
180 Madison Avenue ....................................................... 73
2500 City West ........................................................... 79
Bryan Tower .............................................................. 84
6116 Executive Boulevard ................................................. 86
Fath Portfolio ........................................................... 88
Crossings at Corona -- Phase III ......................................... 90
Hilton Garden Inn -- Washington, DC ...................................... 92
1370 Broadway ............................................................ 94
Extra Space VRS Pool ..................................................... 96
City Place Retail Center ................................................. 98
110 North Wacker Drive ................................................... 100
Park Place II ............................................................ 102
Additional Mortgage Loan Information ...................................... 104
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
TRANSACTION STRUCTURE
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE
MEANINGS ASCRIBED TO THEM IN THE PRELIMINARY PROSPECTUS SUPPLEMENT DATED
OCTOBER 1, 2005.
ISSUE TYPE Sequential pay REMIC. Class A-1, Class A-2PFL, Class
A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A,
Class A-MFL, Class A-MFX, Class A-J, Class B, Class C
and Class D Certificates (the "Offered Certificates")
are offered publicly. All other Certificates will be
privately placed to qualified institutional buyers or
to institutional accredited investors.
CUT-OFF DATE All Mortgage Loan characteristics are based on balances
as of the Cut-Off Date, which is October 11, 2005, with
respect to 230 Mortgage Loans, and October 6, 2005,
with respect to 3 Mortgage Loans. All percentages
presented herein are approximate.
MORTGAGE POOL The Mortgage Pool consists of 233 Mortgage Loans (the
"Mortgage Loans") with an aggregate principal balance
as of the Cut-Off Date of $3,275,616,483 (the "Cut-Off
Date Pool Balance"), subject to a variance of plus or
minus 5%. The Mortgage Loans are secured by 329
properties (the "Mortgaged Properties") located
throughout 38 states, the District of Columbia and
Puerto Rico. The Mortgage Pool will be deemed to
consist of 2 loan groups ("Loan Group 1" and "Loan
Group 2", and collectively, the "Loan Groups"). Loan
Group 1 will consist of (i) all of the Mortgage Loans
that are not secured by Mortgaged Properties that are
multifamily properties and mobile home park properties,
(ii) 13 Mortgage Loans that are secured by mobile home
park properties and (iii) 14 Mortgage Loans that are
secured by multifamily properties. Loan Group 1 is
expected to consist of 167 Mortgage Loans, with an
aggregate principal balance as of the Cut-Off Date of
$2,884,319,234 (the "Cut-Off Date Group 1 Balance").
Loan Group 2 will consist (i) of 62 Mortgage Loans that
are secured by multifamily properties and (ii) 4
Mortgage Loans that are secured by mobile home park
properties, with an aggregate principal balance as of
the Cut-Off Date of $391,297,249 (the "Cut-Off Date
Group 2 Balance", and collectively with the Cut-Off
Date Group 1 Balance, the "Cut-Off Date Pool Balance").
DEPOSITOR Wachovia Commercial Mortgage Securities, Inc.
MORTGAGE LOAN SELLERS Wachovia Bank, National Association ("Wachovia"),
Nomura Credit & Capital, Inc. ("Nomura") and Artesia
Mortgage Capital Corporation ("Artesia")
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGE CUT-OFF DATE CUT-OFF DATE
MORTGAGE LOAN SELLER LOANS BALANCE POOL BALANCE
- -------------------- --------- -------------- -------------
Wachovia Bank, National Association 137 $2,326,384,026 71.0%
Nomura Credit & Capital, Inc. 81 670,523,007 20.5
Artesia Mortgage Capital Corporation 15 278,709,450 8.5
--- -------------- -----
233 $3,275,616,483 100.0%
=== ============== =====
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
3
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
UNDERWRITERS Wachovia Capital Markets, LLC, Nomura Securities
International, Inc., Citigroup Global Markets Inc.,
Credit Suisse First Boston LLC, Deutsche Bank
Securities Inc. and Goldman, Sachs & Co. 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.
TRUSTEE Wells Fargo Bank, N.A.
MASTER SERVICER Wachovia Bank, National Association
SPECIAL SERVICER LNR Partners, Inc.
A-2PFL AND A-MFL SWAP Wachovia Bank, National Association
COUNTERPARTY
RATING AGENCIES Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. ("S&P"); Moody's
Investors Service, Inc. ("Moody's") and Fitch, Inc.
("Fitch").
DENOMINATIONS $10,000 minimum for Offered Certificates.
CLOSING DATE On or about October 27, 2005.
SETTLEMENT TERMS Book-entry through DTC for all Offered Certificates.
DISTRIBUTION DATE The fourth business day following the related
Determination Date, commencing in November 2005.
DETERMINATION DATE The 11th day of each month, or if such 11th day is not
a business day, the next succeeding business day,
commencing, with respect to the Offered Certificates,
in November 2005.
INTEREST DISTRIBUTIONS Each Class of Offered Certificates will be entitled on
each Distribution Date to interest accrued at its
Pass-Through Rate for such Distribution Date on the
outstanding Certificate Balance of such Class. The
fixed interest payments on the Class A-2PFL Regular
Interest and the Class A-MFL Regular Interest will be
converted under the related swap contracts to floating
rate interest payments to the Class A-2PFL Certificates
and the Class A-MFL Certificates, respectively, as
described in the preliminary prospectus supplement.
Interest will be distributed on each Distribution Date
in sequential order of Class designations with the
Class A-1, Class A-2C, Class A-3, Class A-PB, Class
A-4, Class A-1A, Class X-C and Class X-P Certificates
and the Class A-2PFL Regular Interest ranking pari
passu in entitlement to interest and the Class A-MFX
Certificates and the Class A-MFL Regular Interest
ranking pari passu in entitlement to interest.
The Offered Certificates (other than the Class A-2PFL
Certificates and the Class A-MFL Certificates), the
Class A-2PFL 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-2PFL 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, the Class
A-2PFL Certificates and the Class A-MFL Certificates
will accrue interest on the same basis as the Class
A-2PFL Regular Interest and the Class A-MFL Regular
Interest, respectively.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
4
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
The interest accrual period with respect to any
Distribution Date and any Class of Offered Certificates
(other than the Class A-2PFL Certificates and the Class
A-MFL Certificates), the Class A-2PFL Regular Interest
and the Class A-MFL Regular Interest is the calendar
month preceding the month in which the Distribution
Date occurs. The interest accrual period with respect
to the Class A-2PFL 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,
provided that if the Pass-Through Rate converts to a
fixed rate, the Class A-2PFL Certificates and the Class
A-MFL Certificates will have an interest accrual period
calculated on the same basis as the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest,
respectively.
PRINCIPAL DISTRIBUTIONS Principal will be distributed on each Distribution Date
in accordance with the priorities set forth in
"DESCRIPTION OF THE CERTIFICATES--Distributions" in the
preliminary prospectus supplement. Generally, the Class
A-1, Class A-2C, Class A-3, Class A-PB and Class A-4
Certificates and the Class A-2PFL 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 Balance of the Class A-4
Certificates has been reduced to zero. If, due to
losses, the Certificate Balances of the Class A-MFL
Regular Interest and the Class A-MFX through Class P
Certificates are reduced to zero, but any two or more
of the Class A-1, Class A-2C, Class A-3, Class A-PB,
Class A-4 and Class A-1A Certificates and the Class
A-2PFL Regular Interest remain outstanding, payments of
principal (other than distributions of principal
otherwise allocable to reduce the Certificate Balance
of the Class A-PB Certificates to their planned
principal amount) to the Class A-1, Class A-2C, Class
A-3, Class A-PB, Class A-4 and Class A-1A Certificates
and the Class A-2PFL Regular Interest will be made on a
pro rata basis, and payments of principal to the Class
A-MFX Certificates and the Class A-MFL Regular Interest
will be made on a pro rata basis. Notwithstanding the
foregoing, with regard to any distributions of
principal collected in connection with a prepayment on
the Mortgage Loans occurring prior to the Distribution
Date in June 2010, any such principal payment
applicable to the Class A-2PFL Regular Interest shall
be paid first to the Class A-2C Certificates until the
Certificate Balance of the Class A-2C Certificates has
been reduced to zero. The Class X-C and Class X-P
Certificates will not be entitled to distributions of
principal.
LOSSES Realized Losses and Additional Trust Fund Expenses, if
any, will be allocated to the Class P, Class O, Class
N, Class M, Class L, Class K, Class J, Class H, Class
G, Class F, Class E, Class D, Class C, Class B and
Class A-J Certificates, in that order, and then, pro
rata, to the Class A-MFL Regular Interest (and
therefore to the Class A-MFL Certificates) and the
Class A-MFX Certificates, and then, pro rata, to the
Class A-1, Class A-2C, Class A-3, Class A-PB, Class A-4
and Class A-1A Certificates and the Class A-2PFL
Regular Interest (and therefore to the Class A-2PFL
Certificates).
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
5
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
PREPAYMENT PREMIUMS Any Prepayment Premiums or Yield Maintenance Charges
AND YIELD MAINTENANCE actually collected on a Mortgage Loan during the
CHARGES related collection period in which the prepayment
occurred will be distributed to Certificateholders on
the related Distribution Date following the collection
period in which the prepayment occurred. Generally, the
Class A-1, Class A-2C, Class A-3, Class A-PB and Class
A-4 Certificates and the Class A-2PFL Regular Interest
will only be entitled to receive distributions of
Prepayment Premiums or Yield Maintenance Charges 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
Prepayment Premiums or Yield Maintenance Charges in
respect of Mortgage Loans in Loan Group 2 until the
Certificate Balance of the Class A-4 Certificates has
been reduced to zero. On each Distribution Date, the
holders of each Class of Offered Certificates (other
than the Class A-2PFL Certificates and the Class A-MFL
Certificates), the Class A-2PFL Regular Interest, the
Class A-MFL Regular Interest and the Class E, Class F,
Class G and Class H Certificates then entitled to
principal distributions will be entitled to a portion
of Prepayment Premiums or Yield Maintenance Charges
equal to the product of (a) the amount of such
Prepayment Premiums or Yield Maintenance Charges,
multiplied by (b) a fraction, the numerator of which is
equal to the excess, if any, of the Pass-Through Rate
of such Class of Certificates over the relevant
Discount Rate, and the denominator of which is equal to
the excess, if any, of the Mortgage Rate of the prepaid
Mortgage Loan over the relevant Discount Rate,
multiplied by (c) a fraction, the numerator of which is
equal to the amount of principal distributable on such
Class of Certificates on such Distribution Date, and
the denominator of which is the Principal Distribution
Amount for such Distribution Date. So long as the Class
A-2PFL pass-through rate has not been converted to a
fixed interest rate, any Prepayment Premiums or Yield
Maintenance Charges payable to the Class A-2PFL Regular
Interest will be paid to the Class A-2PFL Swap
Counterparty. If the Class A-2PFL pass-through rate has
been converted to the fixed interest rate, the holders
of the Class A-2PFL Certificates will be entitled to
any Prepayment Premiums or Yield Maintenance Charges
payable to the Class A-2PFL Regular Interest.
Similarly, so long as the Class A-MFL pass-through rate
has not been converted to the fixed interest rate, any
Prepayment Premiums or Yield Maintenance Charges
payable to the Class A-MFL Regular Interest will be
paid to the Class A-MFL Swap Counterparty. If the Class
A-MFL pass-through rate has been converted to the fixed
interest rate, the holders of the Class A-MFL
Certificates will be entitled to any Prepayment
Premiums or Yield Maintenance Charges payable to the
Class A-MFL Regular Interest.
The portion, if any, of the Prepayment Premiums or
Yield Maintenance Charges remaining after any payments
described above will be distributed as follows: (a) on
or before the Distribution Date in October 2012, 60% to
the holders of the Class X-P Certificates and 40% to
the holders of the Class X-C Certificates and (b)
thereafter, 100% to the holders of the Class X-C
Certificates.
NON-SERVICED LOANS The NGP Rubicon GSA Pool Loan and the 1000 & 1100
Wilson Loan will be serviced pursuant to 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-C20. See "SERVICING OF THE MORTGAGE
LOANS--Servicing of the NGP Rubicon GSA Pool Loan and
the 1000 & 1100 Wilson Loan" in the preliminary
prospectus supplement.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
6
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
ADVANCES The Master Servicer, and if the Master Servicer fails
to do so, the Trustee, will be obligated to make P&I
Advances and Servicing Advances, including delinquent
property taxes and insurance, on the Mortgage Loans
(other than with respect to the 1000 & 1100 Wilson
Loan), but only to the extent that such Advances are
not deemed non-recoverable and, in the case of P&I
Advances, subject to any Appraisal Reductions that may
occur. With respect to the 1000 & 1100 Wilson Loan, P&I
Advances and Servicing Advances will generally be made
by the 2005-C20 Master Servicer. If the 2005-C20 Master
Servicer fails to make any P&I Advances that it is
otherwise required to make, the Master Servicer, under
the Pooling and Servicing Agreement, will be required
to make such P&I Advance.
APPRAISAL REDUCTIONS An appraisal reduction generally will be created in the
amount, if any, by which the principal balance of a
Required Appraisal Loan (plus other amounts overdue or
advanced in connection with such loan) exceeds 90% of
the appraised value of the related Mortgaged Property
plus all escrows and reserves (including letters of
credit) held with respect to the Mortgage Loan. As a
result of calculating an Appraisal Reduction Amount for
a given Mortgage Loan, the P&I Advance for such loan
will be reduced, which will have the effect of reducing
the amount of interest available for distribution to
the Subordinate Certificates in reverse order of
priority of the Classes. An Appraisal Reduction will be
reduced to zero as of the date the related Mortgage
Loan has been brought current for at least three
consecutive months, paid in full, liquidated,
repurchased or otherwise disposed.
OPTIONAL TERMINATION The Master Servicer, the Special Servicer and certain
Certificateholders will have the option to terminate
the Trust Fund in whole, but not in part, and purchase
the remaining assets of the Trust Fund on or after the
Distribution Date on which the Stated Principal Balance
of the Mortgage Loans then outstanding is less than 1%
of the Cut-Off Date Pool Balance. Such purchase price
will generally be at a price equal to the unpaid
aggregate principal balance of the Mortgage Loans (or
fair market value in the case of REO Properties), plus
accrued and unpaid interest and certain other
additional trust fund expenses.
The Trust Fund may also be terminated under certain
circumstances when the Offered Certificates have been
paid in full and the remaining outstanding Certificates
(other than the Class Z Certificates, Class R-I
Certificates and Class R-II Certificates) are held by a
single Certificateholder.
CONTROLLING CLASS The Class of Sequential Pay Certificates (a) which
bears the latest alphabetical Class designation and (b)
the Certificate Balance of which is greater than 25% of
its original Certificate Balance; provided, however,
that if no Class of Sequential Pay Certificates
satisfies clause (b) above, the Controlling Class shall
be the outstanding Class of Sequential Pay Certificates
bearing the latest alphabetical Class designation.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
7
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
CONTROLLING CLASS With respect to the Mortgage Loans, the representative
REPRESENTATIVE appointed by the holder of the majority of the Class
Principal Balance of the Controlling Class. In
addition, the holders of the Companion Loans may have
the ability to exercise some or all of the rights of
the Controlling Class and the Controlling Class
Representative. See "SERVICING OF THE MORTGAGE
LOANS--The Controlling Class Representative" and
"--Servicing of the NGP Rubicon GSA Pool Loan and the
1000 & 1100 Wilson Loan" in the preliminary prospectus
supplement for more information.
ERISA The Offered Certificates are expected to be ERISA
eligible.
SMMEA The Offered Certificates are not expected to be
"mortgage-related securities" for the purposes of
SMMEA.
TAX The Offered Certificates (except for the Class A-2PFL
Certificates and the Class A-MFL Certificates), the
Class A-2PFL Regular Interest and the Class A-MFL
Regular Interest will be treated as regular interests
in a REMIC, and with respect to the Class A-2PFL
Certificates and the Class A-MFL Certificates, as
undivided interests in the related grantor trust which
owns all the beneficial interest in the related swap
contract and the applicable REMIC regular interest.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
8
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
WACHOVIA CAPITAL MARKETS, LLC NOMURA SECURITIES INTERNATIONAL, INC.
William Cohane Phillip Evanski
(704) 374-6161 (Phone) (212) 667-2485 (Phone)
(704) 715-0066 (Fax) (646) 587-8986 (Fax)
Scott Fuller Matt Borstein
(704) 715-8440 (Phone) (212) 667-2485 (Phone)
(704) 715-1214 (Fax) (646) 587-8944 (Fax)
Bill White Joseph Allen
(704) 715-8440 (Phone) (212) 667-2485 (Phone)
(704) 715-1214 (Fax) (646) 587-1000 (Fax)
Chris Campbell
(704) 715-8440 (Phone)
(704) 715-1214 (Fax)
CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC
Paul Vanderslice Barry Polen
(212) 723-6156(Phone) (212) 325-3295 (Phone)
(212) 723-8599 (Fax) (212) 325-8104 (Fax)
Angela Vleck Chris Anderson
(212) 816-8087 (Phone) (212) 325-3295 (Phone)
(212) 816-8307 (Fax) (212) 743-4790 (Fax)
John Caputo Andrew Winer
(212) 723-6156 (Phone) (212) 325-3295 (Phone)
(212) 723-8599 (Fax) (212) 743-4521 (Fax)
Reese Mason
(212) 538-8661 (Phone)
(212) 743-5227 (Fax)
DEUTSCHE BANK SECURITIES INC. GOLDMAN, SACHS & CO.
Scott Waynebern Scott Wisenbaker
(212) 250-5149 (Phone) (212) 902-2858 (Phone)
(212) 797-5630 (Fax) (212) 902-1691 (Fax)
Heath Forusz Mitch Resnick
(212) 250-5149 (Phone) +44-20-7774-3068 (Phone)
(212) 797-5630 (Fax) +44-20-7552-0990 (Fax)
Omar Chaudhary
+81-3-6437-7198 (Phone)
+81-3-6437-1200 (Fax)
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
9
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
STRUCTURE OVERVIEW
- --------------------------------------------------------------------------------
OFFERED CERTIFICATES
APPROX.
EXPECTED RATINGS % OF ASSUMED
----------------------- CUT-OFF DATE APPROX. WEIGHTED FINAL
CERTIFICATE POOL CREDIT AVERAGE PRINCIPAL DISTRIBUTION
CLASS S&P MOODY'S FITCH BALANCE(1) BALANCE SUPPORT LIFE(YRS)(2) WINDOW(2) DATE(2) RATE TYPE
====================================================================================================================================
A-1 AAA Aaa AAA $ 69,560,000 2.124% 30.000% 2.70 11/05 - 06/10 06/15/10 Fixed
- ------------------------------------------------------------------------------------------------------------------------------------
A-2PFL(3) AAA Aaa AAA $428,194,000 13.072% 30.000% 4.76 06/10 - 09/10 09/15/10 Floating
- ------------------------------------------------------------------------------------------------------------------------------------
A-2C AAA Aaa AAA $178,951,000 5.463% 30.000% 4.95 09/10 - 10/10 10/15/10 Fixed
- ------------------------------------------------------------------------------------------------------------------------------------
A-3 AAA Aaa AAA $184,152,000 5.622% 30.000% 6.82 08/12 - 09/12 09/15/12 Fixed
- ------------------------------------------------------------------------------------------------------------------------------------
A-PB AAA Aaa AAA $148,510,000 4.534% 30.000% 7.46 10/10 - 06/15 06/15/15 Fixed
- ------------------------------------------------------------------------------------------------------------------------------------
A-4 AAA Aaa AAA $892,268,000 27.240% 30.000% 9.76 06/15 - 08/15 08/15/15 Fixed (4)
- ------------------------------------------------------------------------------------------------------------------------------------
A-1A AAA Aaa AAA $391,296,000 11.946% 30.000% 8.78 11/05 - 09/15 09/15/15 Fixed (4)
- ------------------------------------------------------------------------------------------------------------------------------------
A-MFL(5) AAA Aaa AAA $100,000,000 3.053% 20.000% 9.88 09/15 - 09/15 09/15/15 Floating
- ------------------------------------------------------------------------------------------------------------------------------------
A-MFX AAA Aaa AAA $227,562,000 6.947% 20.000% 9.88 09/15 - 09/15 09/15/15 Fixed (4)
- ------------------------------------------------------------------------------------------------------------------------------------
A-J AAA Aaa AAA $217,009,000 6.625% 13.375% 9.95 09/15 - 10/15 10/15/15 Fixed (4)
- ------------------------------------------------------------------------------------------------------------------------------------
B AA Aa2 AA $ 65,513,000 2.000% 11.375% 9.97 10/15 - 10/15 10/15/15 WAC (6)
- ------------------------------------------------------------------------------------------------------------------------------------
C AA- Aa3 AA- $ 32,756,000 1.000% 10.375% 9.97 10/15 - 10/15 10/15/15 WAC (7)
- ------------------------------------------------------------------------------------------------------------------------------------
D A A2 A $ 61,418,000 1.875% 8.500% 9.97 10/15 - 10/15 10/15/15 WAC (8)
------------ ------ ------ ---- --------------- -------- ---------
- ------------------------------------------------------------------------------------------------------------------------------------
NON-OFFERED CERTIFICATES
APPROX.
EXPECTED RATINGS % OF ASSUMED
------------------------ CUT-OFF DATE APPROX. WEIGHTED FINAL
CERTIFICATE POOL CREDIT AVERAGE PRINCIPAL DISTRIBUTION
CLASS S&P MOODY'S FITCH BALANCE(1) BALANCE SUPPORT LIFE(YRS)(2) WINDOW(2) DATE(2) RATE TYPE
====================================================================================================================================
E(9) A- A3 A- $ 36,850,000 1.125% 7.375% (9) (9) (9) WAC(8)
- ------------------------------------------------------------------------------------------------------------------------------------
F(9) BBB+ Baa1 BBB+ $ 40,945,000 1.250% 6.125% (9) (9) (9) WAC(8)
- ------------------------------------------------------------------------------------------------------------------------------------
G(9) BBB Baa2 BBB $ 32,757,000 1.000% 5.125% (9) (9) (9) WAC(8)
- ------------------------------------------------------------------------------------------------------------------------------------
H(9) BBB- Baa3 BBB- $ 40,945,000 1.250% 3.875% (9) (9) (9) WAC(8)
- ------------------------------------------------------------------------------------------------------------------------------------
J(9) BB+ Ba1 BB+ $ 16,378,000 0.500% 3.375% (9) (9) (9) Fixed(4)
- ------------------------------------------------------------------------------------------------------------------------------------
K(9) BB Ba2 BB $ 16,378,000 0.500% 2.875% (9) (9) (9) Fixed(4)
- ------------------------------------------------------------------------------------------------------------------------------------
L(9) BB- NR BB- $ 16,378,000 0.500% 2.375% (9) (9) (9) Fixed(4)
- ------------------------------------------------------------------------------------------------------------------------------------
M(9) B+ NR NR $ 8,189,000 0.250% 2.125% (9) (9) (9) Fixed(4)
- ------------------------------------------------------------------------------------------------------------------------------------
N(9) B NR NR $ 12,284,000 0.375% 1.750% (9) (9) (9) Fixed(4)
- ------------------------------------------------------------------------------------------------------------------------------------
O(9) B- NR NR $ 8,189,000 0.250% 1.500% (9) (9) (9) Fixed(4)
- ------------------------------------------------------------------------------------------------------------------------------------
P(9) NR NR NR $ 49,134,482 1.500% 0.000% (9) (9) (9) Fixed(4)
- ------------------------------------------------------------------------------------------------------------------------------------
X-P(9) AAA Aaa AAA $3,143,967,000(10) N/A N/A N/A N/A (9) Variable
- ------------------------------------------------------------------------------------------------------------------------------------
X-C(9) AAA Aaa AAA $3,275,616,482(10) N/A N/A N/A N/A (9) Variable
----------------- ----- ----- --- --- --- ----------
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Subject to a permitted variance of plus or minus 5.0%.
(2) As of the Cut-Off Date, the Weighted Average Life, Principal Window and
Assumed Final Distribution Date were calculated assuming no prepayments
will be made on the Mortgage Loans prior to their related maturity dates
(or, in the case of ARD Loans, their Anticipated Repayment Dates) and the
other assumptions set forth under "YIELD AND MATURITY CONSIDERATIONS--Yield
Considerations" in the preliminary prospectus supplement.
(3) The certificate balance of the Class A-2PFL Certificates will be equal to
the certificate balance of the Class A-2PFL Regular Interest. The
pass-through rate applicable to the Class A-2PFL Certificates on each
distribution date will be a per annum rate equal to LIBOR plus %. In
addition, under certain circumstances described in the preliminary
prospectus supplement, the pass-through rate applicable to the Class A-2PFL
Certificates may convert to a fixed rate equal to % per annum. The initial
LIBOR rate will be determined on October 27, 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 the preliminary prospectus supplement. The
ratings assigned to the Class A-2PFL Certificates only reflect the receipt
of a fixed rate of interest at a rate of % per annum. See "RATINGS" in the
preliminary prospectus supplement.
(4) The pass-through rates applicable to the Class A-4, Class A-1A, Class
A-MFX, Class A-J, 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.
(5) The certificate balance of the Class A-MFL Certificates will be equal to
the certificate balance of the Class A-MFL Regular Interest. 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 the preliminary 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 October 27, 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 the
preliminary prospectus supplement. 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 distribution
date. See "RATINGS" in the preliminary prospectus supplement.
(6) The pass-through rate applicable to the Class B Certificates for any
distribution date will be equal to the applicable weighted average net
mortgage rate (calculated as described in the preliminary prospectus
supplement) less % for such date.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
10
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
(7) The pass-through rate applicable to the Class C Certificates for any
distribution date will be equal to the applicable weighted average net
mortgage rate (calculated as described in the preliminary prospectus
supplement) less % for such date.
(8) The pass-through rate applicable to the Class D, Class E, Class F, Class G
and Class H Certificates for any distribution date will be equal to the
applicable weighted average net mortgage rate (calculated as described in
the preliminary prospectus supplement).
(9) Not offered hereby. Any information provided herein regarding the terms of
these Certificates is provided only to enhance your understanding of the
Offered Certificates.
(10) The Class X Certificates will not have a certificate balance and their
holders will not receive distributions of principal, but such holders are
entitled to receive payments of the aggregate interest accrued on the
notional amount of each of the components of the Class X Certificates as
described in the preliminary prospectus supplement. The interest rate
applicable to the Class X Certificates for each distribution date will be
described in the preliminary prospectus supplement.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
11
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
STRUCTURE SCHEMATIC
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
STRUCTURAL OVERVIEW
Note: Classes are not drawn to scale
- ----------------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE FEE
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
X-C
X-P
Class A1-A
Aaa/AAA/AAA
Class A-1 Class A-2PFL Class A-2C Class A-3 Class A-PB Class A-4 Class A-MFL Class A-MFX Class A-J Class B Class C
AAA/ AAA/ AAA/ AAA/ AAA/ AAA/ AAA/ AAA/ AAA/ AA/ AA-/Aa3/
Aaa/AAA Aaa/AAA Aaa/AAA Aaa/AAA Aaa/AAA Aaa/AAA Aaa/AAA Aaa/AAA Aaa/AAA Aa2/AA AA-
- ----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
X-C
INITIAL
WAC
Class D Class E Class F Class G Class H Class J Class K Class L Class M Class N Class O Class P
A/A2/A A-/A3/A- BBB+/ BBB/ BBB-/ BB+/ BB/ BB-/ B+/NR/NR B/NR/NR B-/NR/NR NR/NR/NR
Baa1/BBB+ Baa2/BBB Baa3/BBB- Ba1/BB+ Ba2/BB NR/BB-
- -----------------------------------------------------------------------------------------------------------------------------
[ ] X-P Certificates = Aaa/AAA/AAA
[ ] X-C Certificates = Aaa/AAA/AAA
NOTES
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
12
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE*
- --------------------------------------------------------------------------------
ALL
MORTGAGE
GENERAL CHARACTERISTICS LOANS LOAN GROUP 1 LOAN GROUP 2
====================================================================================================================================
Number of Mortgage Loans ............................................................ 233 167 66
Number of Crossed Loan Pools ........................................................ 11 7 4
Number of Mortgaged Properties ...................................................... 329 261 68
Aggregate Balance of all Mortgage Loans ............................................. $3,275,616,483 $2,884,319,234 $391,297,249
Number of Mortgage Loans with Balloon Payments(1) ................................... 185 121 64
Aggregate Balance of Mortgage Loans with Balloon Payments(1) ........................ $2,127,782,007 $1,770,834,758 $356,947,249
Number of Mortgage Loans with Anticipated Repayment Date(2) ......................... 7 7 0
Aggregate Balance of Mortgage Loans with Anticipated Repayment Date(2) .............. $68,578,818 $68,578,818 $0
Number of Fully Amortizing Mortgage Loans ........................................... 7 6 1
Aggregate Balance of Fully Amortizing Mortgage Loans ................................ $35,080,158 $30,280,158 $4,800,000
Number of Non-amortizing Mortgage Loans(3) .......................................... 34 33 1
Aggregate Balance of Non-amortizing Mortgage Loans(3) ............................... $1,044,175,500 $1,014,625,500 $29,550,000
Average Balance of Mortgage Loans ................................................... $14,058,440 $17,271,373 $5,928,746
Minimum Balance of Mortgage Loans ................................................... $558,797 $1,100,000 $558,797
Maximum Balance of Mortgage Loans ................................................... $200,000,000 $200,000,000 $36,000,000
Maximum Balance for a group of cross-collateralized and cross-defaulted
Mortgage Loans .................................................................... $112,000,000 $112,000,000 $63,516,000
Weighted Average LTV ratio(4) ....................................................... 71.9% 71.5% 74.9%
Minimum LTV ratio ................................................................... 13.4% 13.4% 42.5%
Maximum LTV ratio ................................................................... 81.3% 81.3% 80.3%
Weighted Average DSCR(5) ............................................................ 1.52x 1.54x 1.33x
Minimum DSCR ........................................................................ 1.08x 1.08x 1.16x
Maximum DSCR ........................................................................ 4.28x 4.28x 1.87x
Weighted Average LTV at Maturity or Anticipated Repayment Date ...................... 65.4% 65.3% 65.4%
Weighted Average Mortgage Loan interest rate ........................................ 5.218% 5.217% 5.222%
Minimum Mortgage Loan interest rate ................................................. 4.755% 4.755% 4.950%
Maximum Mortgage Loan interest rate ................................................. 6.090% 6.090% 5.750%
Weighted Average Remaining Term to Maturity or Anticipated Repayment Date (months) .. 105 104 113
Minimum Remaining Term to Maturity or Anticipated Repayment Date (months) ........... 56 56 83
Maximum Remaining Term to Maturity or Anticipated Repayment Date (months) ........... 300 300 180
Weighted Average Occupancy Rate(6) .................................................. 92.6% 92.8% 91.5%
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Does not include Mortgage Loans with anticipated repayment dates or
Mortgage Loans 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) With respect to certain Mortgage Loans, "as stabilized" appraisal values
(as defined in the related appraisal) were used as opposed to "as is"
appraisal values.
(5) For purposes of determining the DSC ratios for 7 Mortgage Loans (loan
numbers 12, 47, 66, 118, 137, 165 and 173), representing 3.0% of the
Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 2.7% of the
Cut-Off Date Group 1 Balance, and 3 Mortgage Loans in Loan Group 2 or 5.4%
of the Cut-Off Date Group 2 Balance), the DSC ratios were calculated by
taking into account various assumptions regarding the financial performance
of the related Mortgaged Property on a "stablized" basis that are
consistent with the respective performance-related criteria required to
obtain the release of certain escrows pursuant to the related Mortgage Loan
documents.
(6) Does not include 14 Mortgage Loans secured by hospitality properties,
representing 6.9% of the Cut-Off Date Pool Balance (7.8% of the Cut-Off
Date Group 1 Balance).
* Two (2) Mortgage Loans (loan numbers 2 and 3), representing 11.5% of the
Cut-Off Date Pool Balance (13.1% of the Cut-Off Date Group 1 Balance), are
part of a pari passu split loan structure. With respect to these Mortgage
Loans, unless otherwise specified, the calculations of LTV ratios and DSC
ratios were based on the aggregate indebtedness of such Mortgage Loan and
the related Pari Passu Companion Loan.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
13
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE*
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
MORTGAGED PROPERTIES BY PROPERTY TYPE
Office 45.2%
Multifamily 17.2%
Retail 15.7%
Self Storage 8.3%
Hospitality 6.9%
Mobile Home Park 3.2%
Industrial 2.6%
Mixed Use 0.8%
Land 0.0%
PROPERTY TYPE
% OF
NUMBER OF AGGREGATE % OF CUT-OFF DATE
MORTGAGED CUT-OFF DATE CUT-OFF DATE GROUP 1
PROPERTY TYPE PROPERTIES BALANCE(1) POOL BALANCE BALANCE
- ------------------------------------------------------------------------------------
Office 52 $1,482,013,794 45.2% 51.4%
- ------------------------------------------------------------------------------------
Multifamily 78 562,387,034 17.2 6.7
- ------------------------------------------------------------------------------------
Retail 73 515,336,614 15.7 17.9
- ------------------------------------------------------------------------------------
Retail - Anchored 45 402,649,278 12.3 14.0
- ------------------------------------------------------------------------------------
Retail - Unanchored 22 74,665,919 2.3 2.6
- ------------------------------------------------------------------------------------
Retail - Shadow
Anchored(4) 6 38,021,418 1.2 1.3
- ------------------------------------------------------------------------------------
Self Storage 80 272,943,784 8.3 9.5
- ------------------------------------------------------------------------------------
Hospitality 16 225,431,680 6.9 7.8
- ------------------------------------------------------------------------------------
Mobile Home Park 17 104,977,249 3.2 2.9
- ------------------------------------------------------------------------------------
Industrial 7 85,956,000 2.6 3.0
- ------------------------------------------------------------------------------------
Mixed Use 5 25,072,067 0.8 0.9
- ------------------------------------------------------------------------------------
Land(5) 1 1,498,260 0.0 0.1
- ------------------------------------------------------------------------------------
329 $3,275,616,483 100.0% 100.0%
- ------------------------------------------------------------------------------------
% OF WEIGHTED WEIGHTED
CUT-OFF DATE WEIGHTED AVERAGE MIN/MAX AVERAGE
GROUP 2 AVERAGE MIN/MAX CUT-OFF DATE CUT-OFF DATE MORTGAGE
PROPERTY TYPE BALANCE DSCR(2) DSCR LTV RATIO(3) LTV RATIO RATE
- --------------------------------------------------------------------------------------------------------
Office 0.0% 1.45x 1.20x/4.28x 74.0% 13.4%/80.0% 5.225%
- --------------------------------------------------------------------------------------------------------
Multifamily 94.4 1.39x 1.16x/2.65x 74.0% 42.5%/80.3% 5.186%
- --------------------------------------------------------------------------------------------------------
Retail 0.0 1.45x 1.20x/2.50x 72.1% 44.2%/80.8% 5.216%
- --------------------------------------------------------------------------------------------------------
Retail - Anchored 0.0 1.44x 1.21x/2.50x 72.4% 44.2%/80.8% 5.189%
- --------------------------------------------------------------------------------------------------------
Retail - Unanchored 0.0 1.49x 1.20x/2.17x 70.5% 54.4%/80.0% 5.303%
- --------------------------------------------------------------------------------------------------------
Retail - Shadow
Anchored(4) 0.0 1.49x 1.20x/1.79x 71.8% 68.7%/77.8% 5.335%
- --------------------------------------------------------------------------------------------------------
Self Storage 0.0 2.39x 1.20x/3.76x 56.7% 34.7%/81.3% 4.991%
- --------------------------------------------------------------------------------------------------------
Hospitality 0.0 1.62x 1.35x/2.18x 65.4% 40.9%/76.4% 5.379%
- --------------------------------------------------------------------------------------------------------
Mobile Home Park 5.6 1.32x 1.08x/2.54x 77.5% 38.1%/80.1% 5.432%
- --------------------------------------------------------------------------------------------------------
Industrial 0.0 1.31x 1.27x/1.35x 78.7% 74.7%/80.0% 5.361%
- --------------------------------------------------------------------------------------------------------
Mixed Use 0.0 1.34x 1.28x/1.44x 73.2% 62.4%/74.7% 5.168%
- --------------------------------------------------------------------------------------------------------
Land(5) 0.0 1.20x 1.20x/1.20x 74.9% 74.9%/74.9% 5.190%
- --------------------------------------------------------------------------------------------------------
100.0% 1.52X 1.08X/4.28X 71.9% 13.4%/81.3% 5.218%
- --------------------------------------------------------------------------------------------------------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated amounts
(allocating the Mortgage Loan principal balance to each of those properties
by the appraised values of the Mortgaged Properties or the allocated loan
amount as detailed in the related Mortgage Loan documents).
(2) For purposes of determining the DSC ratios for 7 Mortgage Loans (loan
numbers 12, 47, 66, 118, 137, 165 and 173), representing 3.0% of the
Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 2.7% of the
Cut-Off Date Group 1 Balance, and 3 Mortgage Loans in Loan Group 2 or 5.4%
of the Cut-Off Date Group 2 Balance), the DSC ratios were calculated by
taking into account various assumptions regarding the financial performance
of the related Mortgaged Property on a "stablized" basis that are
consistent with the respective performance-related criteria required to
obtain the release of certain escrows pursuant to the related Mortgage Loan
documents.
(3) With respect to certain Mortgage Loans, "as stabilized" appraisal values
(as defined in the related appraisal) were used as opposed to "as is"
appraisal values.
(4) A Mortgaged Property is classified as shadow anchored if it is located in
close proximity to an anchored retail property.
(5) Specifically, the fee interest in land which the ground tenant has improved
and leased as a bank. The bank is not part of the loan collateral, and the
source of funds for loan repayment is the ground rent payments made to the
related borrower.
* Two (2) Mortgage Loans (loan numbers 2 and 3), representing 11.5% of the
Cut-Off Date Pool Balance (13.1% of the Cut-Off Date Group 1 Balance), are
part of a pari passu split loan structure. With respect to these Mortgage
Loans, unless otherwise specified, the calculations of LTV ratios and DSC
ratios were based on the aggregate indebtedness of such Mortgage Loan and
the related Pari Passu Companion Loan.
The sum of aggregate percentage calculations may not equal 100% due to rounding.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
14
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE*
- --------------------------------------------------------------------------------
[MAP OMITTED]
NY 11.0%
VA 8.2%
TX 10.8%
CA 19.5%
SOUTHERN 14.8%
NORTHERN 4.7%
OTHER STATES: 50.4% OF CUT-OFF DATE POOL BALANCE
PROPERTY LOCATION
% OF % OF WEIGHTED WEIGHTED
NUMBER OF AGGREGATE % OF CUT-OFF DATE CUT-OFF DATE WEIGHTED AVERAGE AVERAGE
MORTGAGED CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 AVERAGE CUT-OFF DATE MORTGAGE
STATE PROPERTIES BALANCE(1) POOL BALANCE BALANCE BALANCE DSCR(2) LTV RATIO(3) RATE
- ---------------------------------------------------------------------------------------------------------------------------------
CA 88 $ 639,023,765 19.5% 19.0% 23.0% 1.46x 72.6% 5.215%
- ---------------------------------------------------------------------------------------------------------------------------------
Southern(4) 75 485,914,051 14.8 13.9 21.9 1.43x 73.3% 5.170%
- ---------------------------------------------------------------------------------------------------------------------------------
Northern(4) 13 153,109,714 4.7 5.2 1.2 1.56x 70.2% 5.358%
- ---------------------------------------------------------------------------------------------------------------------------------
NY 8 361,731,243 11.0 12.5 0.0 1.39x 71.9% 5.304%
- ---------------------------------------------------------------------------------------------------------------------------------
TX 25 355,024,720 10.8 10.1 15.9 1.60x 72.3% 5.235%
- ---------------------------------------------------------------------------------------------------------------------------------
VA 14 270,017,614 8.2 9.4 0.0 1.53x 72.7% 5.084%
- ---------------------------------------------------------------------------------------------------------------------------------
Other 194 1,649,819,140 50.4 48.9 61.1 1.55x 71.4% 5.218%
- ---------------------------------------------------------------------------------------------------------------------------------
329 $3,275,616,483 100.0% 100.0% 100.0% 1.52X 71.9% 5.218%
- ---------------------------------------------------------------------------------------------------------------------------------
o THE MORTGAGED PROPERTIES ARE LOCATED IN 38 STATES, THE DISTRICT OF COLUMBIA
AND THE COMMONWEALTH OF PUERTO RICO.
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated amounts
(allocating the Mortgage Loan principal balance to each of those properties
by the appraised values of the Mortgaged Properties or the allocated loan
amount as detailed in the related Mortgage Loan documents).
(2) For purposes of determining the DSC ratios for 7 Mortgage Loans (loan
numbers 12, 47, 66, 118, 137, 165 and 173), representing 3.0% of the
Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 2.7% of the
Cut-Off Date Group 1 Balance, and 3 Mortgage Loans in Loan Group 2 or 5.4%
of the Cut-Off Date Group 2 Balance), the DSC ratios were calculated by
taking into account various assumptions regarding the financial performance
of the related Mortgaged Property on a "stablized" basis that are
consistent with the respective performance-related criteria required to
obtain the release of certain escrows pursuant to the related Mortgage Loan
documents.
(3) With respect to certain Mortgage Loans, "as stabilized" appraisal values
(as defined in the related appraisal) were used as opposed to "as is"
appraisal values.
(4) 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 in included in
Northern California and Mortgaged Properties south of or included in such
counties were included in Southern California.
* Two (2) Mortgage Loans (loan numbers 2 and 3), representing 11.5% of the
Cut-Off Date Pool Balance (13.1% of the Cut-Off Date Group 1 Balance), are
part of a pari passu split loan structure. With respect to these Mortgage
Loans, unless otherwise specified, the calculations of LTV ratios and DSC
ratios were based on the aggregate indebtedness of such Mortgage Loan and
the related Pari Passu Companion Loan.
The sum of aggregate percentage calculations may not equal 100% due to rounding.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
15
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE(1)
- --------------------------------------------------------------------------------
CUT-OFF DATE BALANCE
- ------------------------------------------------------------------------------------------
NUMBER OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF % OF % OF
CUT-OFF DATE BALANCES ($) LOANS BALANCE POOL GROUP 1 GROUP 2
- ------------------------------------------------------------------------------------------
< = 2,000,000 .............. 37 $ 54,605,102 1.7% 1.0% 6.5%
2,000,001 - 3,000,000 ...... 33 84,895,730 2.6 1.8 8.5
3,000,001 - 4,000,000 ...... 28 95,332,164 2.9 2.6 5.3
4,000,001 - 5,000,000 ...... 31 139,077,388 4.2 3.1 12.9
5,000,001 - 6,000,000 ...... 6 31,810,628 1.0 0.9 1.5
6,000,001 - 7,000,000 ...... 10 65,443,614 2.0 1.6 5.2
7,000,001 - 8,000,000 ...... 8 60,742,573 1.9 1.8 2.0
8,000,001 - 9,000,000 ...... 10 86,083,120 2.6 2.7 2.1
9,000,001 - 10,000,000 ..... 9 85,817,873 2.6 2.7 2.3
10,000,001 - 15,000,000 .... 20 256,200,495 7.8 6.6 16.8
15,000,001 - 20,000,000 .... 7 118,987,294 3.6 3.6 3.9
20,000,001 - 25,000,000 .... 4 94,750,000 2.9 3.3 0.0
25,000,001 - 30,000,000 .... 3 82,050,000 2.5 1.8 7.6
30,000,001 - 35,000,000 .... 4 129,080,000 3.9 2.3 16.4
35,000,001 - 40,000,000 .... 4 151,840,000 4.6 4.0 9.2
40,000,001 - 45,000,000 .... 2 85,687,500 2.6 3.0 0.0
45,000,001 - 50,000,000 .... 1 48,000,000 1.5 1.7 0.0
50,000,001 - 55,000,000 .... 2 103,100,000 3.1 3.6 0.0
55,000,001 - 60,000,000 .... 1 60,000,000 1.8 2.1 0.0
60,000,001 - 65,000,000 .... 2 123,000,000 3.8 4.3 0.0
65,000,001 - 70,000,000 .... 3 204,188,000 6.2 7.1 0.0
70,000,001 - 75,000,000 .... 1 75,000,000 2.3 2.6 0.0
80,000,001 > ............... 7 1,039,925,000 31.7 36.1 0.0
- ------------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ------------------------------------------------------------------------------------------
MIN: $558,797 MAX: $200,000,000 AVERAGE: $14,058,440
- ------------------------------------------------------------------------------------------
UNDERWRITTEN DEBT SERVICE COVERAGE RATIO(2)
- ---------------------------------------------------------------------------------------
NUMBER OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF % OF % OF
UNDERWRITTEN DSCRS(X) LOANS BALANCE POOL GROUP 1 GROUP 2
- ---------------------------------------------------------------------------------------
1.08 - 1.09 .......... 1 $9,896,000 0.3% 0.3% 0.0%
1.10 - 1.14 .......... 1 4,960,000 0.2 0.2 0.0
1.15 - 1.19 .......... 10 26,703,516 0.8 0.0 6.8
1.20 - 1.24 .......... 60 547,794,940 16.7 15.0 29.5
1.25 - 1.29 .......... 38 502,612,932 15.3 15.5 14.1
1.30 - 1.34 .......... 25 339,236,587 10.4 9.5 16.8
1.35 - 1.39 .......... 12 156,534,426 4.8 5.0 3.0
1.40 - 1.44 .......... 7 350,098,000 10.7 10.3 13.9
1.45 - 1.49 .......... 12 450,574,880 13.8 15.4 2.0
1.50 - 1.54 .......... 7 105,908,357 3.2 3.6 0.7
1.55 - 1.59 .......... 6 67,143,605 2.0 2.0 2.6
1.60 - 1.64 .......... 4 92,628,573 2.8 3.1 0.8
1.65 - 1.69 .......... 5 119,784,732 3.7 3.1 7.6
1.70 - 1.74 .......... 5 25,050,193 0.8 0.8 0.6
1.75 - 1.79 .......... 2 19,900,927 0.6 0.7 0.0
1.80 - 1.84 .......... 4 132,500,000 4.0 4.6 0.0
1.85 - 1.89 .......... 4 29,559,415 0.9 0.8 1.5
1.90 - 1.94 .......... 3 8,886,000 0.3 0.3 0.0
1.95 - 1.99 .......... 6 40,376,780 1.2 1.4 0.0
2.00 - 2.04 .......... 2 7,657,299 0.2 0.3 0.0
2.05 - 2.09 .......... 3 9,683,568 0.3 0.3 0.0
2.10 - 2.14 .......... 4 8,296,000 0.3 0.3 0.0
2.15 - 2.19 .......... 2 39,588,000 1.2 1.4 0.0
2.20 - 2.24 .......... 1 14,491,000 0.4 0.5 0.0
2.25 - 2.29 .......... 1 1,100,000 0.0 0.0 0.0
2.30 - 3.79 .......... 7 162,365,408 5.0 5.6 0.0
3.80 > .............. 1 2,285,346 0.1 0.1 0.0
- ---------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ---------------------------------------------------------------------------------------
MIN: 1.08X MAX: 4.28X WTD. AVERAGE: 1.52X
- ---------------------------------------------------------------------------------------
MORTGAGE RATE
- ------------------------------------------------------------------------------------------
NUMBER OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF % OF % OF
MORTGAGE RATES(%) LOANS BALANCE POOL GROUP 1 GROUP 2
- ------------------------------------------------------------------------------------------
4.755 - 5.249 ....... 78 $1,538,321,489 47.0% 44.7% 63.8%
5.250 - 5.499 ....... 127 1,598,567,870 48.8 51.4 30.0
5.500 - 5.749 ....... 24 121,506,150 3.7 3.6 4.7
5.750 - 5.999 ....... 3 10,855,046 0.3 0.2 1.5
6.000 - 6.090 ....... 1 6,365,927 0.2 0.2 0.0
- ------------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ------------------------------------------------------------------------------------------
MIN: 4.755% MAX: 6.090% WTD. AVERAGE: 5.218%
- ------------------------------------------------------------------------------------------
CUT-OFF DATE LOAN-TO-VALUE RATIO(3)
- ------------------------------------------------------------------------------------------
NUMBER OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF % OF % OF
CUT-OFF DATE LTV RATIOS(%) LOANS BALANCE POOL GROUP 1 GROUP 2
- ------------------------------------------------------------------------------------------
13.44 - 15.00 ............ 1 $2,285,346 0.1% 0.1% 0.0%
30.01 - 35.00 ............ 1 52,100,000 1.6 1.8 0.0
35.01 - 40.00 ............ 1 5,100,000 0.2 0.2 0.0
40.01 - 50.00 ............ 13 150,239,959 4.6 5.0 1.2
50.01 - 55.00 ............ 8 29,702,065 0.9 1.0 0.0
55.01 - 60.00 ............ 11 48,011,587 1.5 1.3 2.4
60.01 - 65.00 ............ 16 209,456,647 6.4 7.2 0.6
65.01 - 70.00 ............ 24 566,368,612 17.3 18.7 7.0
70.01 - 75.00 ............ 49 953,221,418 29.1 28.8 31.0
75.01 - 80.00 ............ 105 1,240,576,382 37.9 35.3 56.9
80.01 - 81.29 ............ 4 18,554,467 0.6 0.6 0.7
- ------------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ------------------------------------------------------------------------------------------
MIN: 13.4% MAX: 81.3% WTD. AVERAGE: 71.9%
- ------------------------------------------------------------------------------------------
MATURITY DATE OR ARD LOAN-TO-VALUE RATIO(3)
- ------------------------------------------------------------------------------------------
RANGE OF NUMBER OF AGGREGATE
MATURITY DATE OR ARD MORTGAGE CUT-OFF DATE % OF % OF % OF
LTV RATIOS(%) LOANS BALANCE POOL GROUP 1 GROUP 2
- ------------------------------------------------------------------------------------------
0.00 - 5.00 ......... 7 $ 35,080,158 1.1% 1.0% 1.2%
15.01 - 20.00 ....... 1 2,989,046 0.1 0.1 0.0
20.01 - 30.00 ....... 5 31,434,938 1.0 1.1 0.0
30.01 - 40.00 ....... 8 82,748,548 2.5 2.9 0.0
40.01 - 50.00 ....... 14 149,811,394 4.6 4.8 3.1
50.01 - 55.00 ....... 8 65,909,678 2.0 2.3 0.0
55.01 - 60.00 ....... 26 195,000,398 6.0 5.4 10.1
60.01 - 65.00 ....... 40 395,486,068 12.1 10.9 20.9
65.01 - 70.00 ....... 92 1,180,183,255 36.0 35.0 43.8
70.01 - 75.00 ....... 28 1,049,523,000 32.0 33.5 21.0
75.01 - 79.73 ....... 4 87,450,000 2.7 3.0 0.0
- ------------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ------------------------------------------------------------------------------------------
MIN: 0.0% MAX: 79.7% WTD. AVERAGE: 65.4%
- ------------------------------------------------------------------------------------------
(1) Two (2) Mortgage Loans (loan numbers 2 and 3), representing 11.5% of the
Cut-Off Date Pool Balance (13.1% of the Cut-Off Date Group 1 Balance), are
part of a pari passu split loan structure. With respect to these Mortgage
Loans, unless otherwise specified, the calculations of LTV ratios and DSC
ratios were based on the aggregate indebtedness of such Mortgage Loan and
the related Pari Passu Companion Loan.
(2) For purposes of determining the DSC ratios for 7 Mortgage Loans (loan
numbers 12, 47, 66, 118, 137, 165 and 173), representing 3.0% of the
Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 2.7% of the
Cut-off Date Group 1 Balance, and 3 Mortgage Loans in Loan Group 2 or 5.4%
of the Cut-off Date Group 2 Balance), the DSC ratios were calculated by
taking into account various assumptions regarding the financial performance
of the related Mortgaged Property on a "stablized" basis that are
consistent with the respective performance-related criteria required to
obtain the release of certain escrows pursuant to the related Mortgage Loan
documents.
(3) With respect to certain Mortgage Loans, "as stabilized" appraisal values
(as defined in the related appraisal) were used as opposed to "as is"
appraisal values.
The sum of aggregate percentage calculations may not equal 100% due to rounding.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
16
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
ORIGINAL TERM TO MATURITY OR ARD
- ---------------------------------------------------------------------------------------
RANGE OF NUMBER OF AGGREGATE
ORIGINAL TERM TO MORTGAGE CUT-OFF DATE % OF % OF % OF
MATURITY OR ARD (MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
- ---------------------------------------------------------------------------------------
0 - 60 ................. 14 $ 609,264,038 18.6% 21.1% 0.0%
61 - 84 ................ 14 263,256,831 8.0 6.5 19.1
109 - 120 .............. 199 2,370,300,802 72.4 71.4 79.7
169 - 180 .............. 3 18,656,091 0.6 0.5 1.2
229 - 240 .............. 2 5,138,721 0.2 0.2 0.0
289 - 300 .............. 1 9,000,000 0.3 0.3 0.0
- ---------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ---------------------------------------------------------------------------------------
MIN: 60 MAX: 300 WTD. AVERAGE: 107
- ---------------------------------------------------------------------------------------
ORIGINAL AMORTIZATION TERM
- ---------------------------------------------------------------------------------------
RANGE OF NUMBER OF AGGREGATE
ORIGINAL AMORTIZATION MORTGAGE CUT-OFF DATE % OF % OF % OF
TERMS (MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
- ---------------------------------------------------------------------------------------
85 - 120 ............. 1 $ 2,285,346 0.1% 0.1% 0.0%
145 - 180 ............ 9 53,080,074 1.6 1.7 1.2
229 - 264 ............ 3 12,112,323 0.4 0.4 0.0
265 - 300 ............ 22 315,093,906 9.6 10.8 0.6
349 - 360 ............ 162 1,814,825,584 55.4 50.6 90.6
Varies ............... 2 34,043,750 1.0 1.2 0.0
Non-amortizing ....... 34 1,044,175,500 31.9 35.2 7.6
- ---------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ---------------------------------------------------------------------------------------
MIN: 120 MAX: 360 WTD. AVERAGE: 346*
- ---------------------------------------------------------------------------------------
* Excludes the non-amortizing loans and loans that vary.
ORIGINAL PARTIAL IO TERMS
- ------------------------------------------------------------------------------------------
RANGE OF PARTIAL NUMBER OF AGGREGATE
INTEREST-ONLY PERIODS MORTGAGE CUT-OFF DATE % OF % OF % OF
(MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
- ------------------------------------------------------------------------------------------
1 - 12 ..................... 21 $ 188,515,000 5.8% 6.1% 3.5%
13 - 24 .................... 19 191,689,750 5.9 3.0 27.0
25 - 36 .................... 17 432,340,000 13.2 13.4 11.8
37 - 48 .................... 2 54,800,000 1.7 0.7 9.2
49 - 60 .................... 29 541,425,000 16.5 18.8 0.0
61 - 84 .................... 3 173,500,000 5.3 6.0 0.0
Non-Amortizing ............. 34 1,044,175,500 31.9 35.2 7.6
Amortizing-No Partial
Interest Only Period ..... 108 649,171,233 19.8 17.0 40.8
- ------------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ------------------------------------------------------------------------------------------
MIN: 6 MAX: 84 WTD. AVERAGE: 44*
- ------------------------------------------------------------------------------------------
* Excludes non-amortizing loans and amortizing loans that do not benefit from
a partial interest-only period.
SEASONING
- ---------------------------------------------------------------------------------------
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF % OF % OF
SEASONING (MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
- ---------------------------------------------------------------------------------------
0 - 12 ........... 233 $3,275,616,483 100.0% 100.0% 100.0%
- ---------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ----------------------------------------------------------------------------------------
MIN: 0 MAX: 6 WTD. AVERAGE: 2
- ---------------------------------------------------------------------------------------
The sum of aggregate percentage calculations may not equal 100% due to rounding.
REMAINING TERM TO MATURITY OR ARD
- ---------------------------------------------------------------------------------------
RANGE OF NUMBER OF AGGREGATE
REMAINING TERMS TO MORTGAGE CUT-OFF DATE % OF % OF % OF
MATURITY OR ARD (MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
- ---------------------------------------------------------------------------------------
0 - 60 ................. 14 $ 609,264,038 18.6% 21.1% 0.0%
61 - 84 ................ 14 263,256,831 8.0 6.5 19.1
109 - 120 .............. 199 2,370,300,802 72.4 71.4 79.7
169 - 180 .............. 3 18,656,091 0.6 0.5 1.2
229 - 240 .............. 2 5,138,721 0.2 0.2 0.0
289 - 300 .............. 1 9,000,000 0.3 0.3 0.0
- ---------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ---------------------------------------------------------------------------------------
MIN: 56 MAX: 300 WTD. AVERAGE: 105
- ---------------------------------------------------------------------------------------
REMAINING STATED AMORTIZATION TERM
- ---------------------------------------------------------------------------------------
RANGE OF NUMBER OF AGGREGATE
REMAINING AMORTIZATION MORTGAGE CUT-OFF DATE % OF % OF % OF
TERMS (MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
- ---------------------------------------------------------------------------------------
85 - 120 .............. 1 $ 2,285,346 0.1% 0.1% 0.0%
145 - 180 ............. 9 53,080,074 1.6 1.7 1.2
229 - 264 ............. 3 12,112,323 0.4 0.4 0.0
265 - 300 ............. 22 315,093,906 9.6 10.8 0.6
349 - 360 ............. 162 1,814,825,584 55.4 50.6 90.6
Varies ................ 2 34,043,750 1.0 1.2 0.0
Non-amortizing ........ 34 1,044,175,500 31.9 35.2 7.6
- ---------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- ---------------------------------------------------------------------------------------
MIN: 119 MAX: 360 WTD. AVERAGE: 346*
- ---------------------------------------------------------------------------------------
* Excludes the non-amortizing loans and loans that vary.
PREPAYMENT PROVISIONS SUMMARY
- -----------------------------------------------------------------------------------------------
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF % OF % OF
PREPAYMENT PROVISIONS LOANS BALANCE POOL GROUP 1 GROUP 2
- -----------------------------------------------------------------------------------------------
Lockout/Defeasance ............ 217 $2,571,805,121 78.5% 76.2% 95.8%
Yield Maintenance ............. 4 439,500,000 13.4 15.2 0.0
Lockout/Defeasance or Yield
Maintenance ................. 2 145,400,000 4.4 5.0 0.0
Lockout/Yield Maintenance ..... 10 118,911,362 3.6 3.5 4.2
- -----------------------------------------------------------------------------------------------
233 $3,275,616,483 100.0% 100.0% 100.0%
- -----------------------------------------------------------------------------------------------
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
17
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
PREPAYMENT PROVISION BASED ON OUTSTANDING PRINCIPAL BALANCE(1)(2)(3)
PREPAYMENT ANALYSIS
PREPAYMENT RESTRICTION OCT-05 OCT-06 OCT-07 OCT-08 OCT-09
- -------------------------------- --------------- --------------- --------------- --------------- ---------------
Locked Out ..................... 86.58% 86.54% 10.54% 6.93% 0.13%
Defeasance ..................... 0.00% 0.00% 68.62% 71.92% 78.13%
Yield Maintenance .............. 13.42% 13.46% 20.84% 21.16% 20.99%
Prepayment Premium ............. 0.00% 0.00% 0.00% 0.00% 0.00%
Open ........................... 0.00% 0.00% 0.00% 0.00% 0.75%
- ----------------------------------------------------------------------------------------------------------------
Total .......................... 100.00% 100.00% 100.00% 100.00% 100.00%
- ----------------------------------------------------------------------------------------------------------------
Mortgage Pool Balance
Outstanding (in millions) .... $ 3,275.62 $ 3,264.11 $ 3,249.12 $ 3,229.97 $ 3,204.52
- ----------------------------------------------------------------------------------------------------------------
% of Initial Pool Balance ...... 100.00% 99.65% 99.19% 98.61% 97.83%
- ----------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTION OCT-10 OCT-11 OCT-12 OCT-13 OCT-14 OCT-15
- -------------------------------- --------------- --------------- --------------- --------------- --------------- ------------
Locked Out ..................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ..................... 82.15% 82.00% 86.50% 86.37% 83.09% 25.58%
Yield Maintenance .............. 17.85% 18.00% 13.50% 13.63% 13.77% 3.22%
Prepayment Premium ............. 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Open ........................... 0.00% 0.00% 0.00% 0.00% 3.14% 71.20%
- -----------------------------------------------------------------------------------------------------------------------------
Total .......................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
- -----------------------------------------------------------------------------------------------------------------------------
Mortgage Pool Balance
Outstanding (in millions) .... $ 2,578.90 $ 2,545.32 $ 2,254.97 $ 2,217.46 $ 2,177.84 $ 62.76
- -----------------------------------------------------------------------------------------------------------------------------
% of Initial Pool Balance ...... 78.73% 77.70% 68.84% 67.70% 66.49% 1.92%
- -----------------------------------------------------------------------------------------------------------------------------
(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 October
2015, the outstanding loan balances represent less than 1.92% of the
Cut-Off Date Balance.
(3) Assumes yield maintenance for each Mortgage Loan with the option to defease
or pay yield maintenance.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
18
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
GROUP 1 PREPAYMENT PROVISION BASED ON OUTSTANDING PRINCIPAL BALANCE(1)(2)(3)
PREPAYMENT ANALYSIS
PREPAYMENT RESTRICTION OCT-05 OCT-06 OCT-07 OCT-08 OCT-09
- --------------------------------- --------------- --------------- --------------- --------------- ---------------
Locked Out ...................... 84.76% 84.71% 8.50% 5.81% 0.15%
Defeasance ...................... 0.00% 0.00% 68.17% 70.74% 75.75%
Yield Maintenance ............... 15.24% 15.29% 23.33% 23.45% 23.25%
Prepayment Premium .............. 0.00% 0.00% 0.00% 0.00% 0.00%
Open ............................ 0.00% 0.00% 0.00% 0.00% 0.85%
- -----------------------------------------------------------------------------------------------------------------
Total ........................... 100.00% 100.00% 100.00% 100.00% 100.00%
- -----------------------------------------------------------------------------------------------------------------
Cut-Off Date Group 1 Balance
Outstanding (in millions) ..... $ 2,884.32 $ 2,875.15 $ 2,862.82 $ 2,847.84 $ 2,827.43
- -----------------------------------------------------------------------------------------------------------------
% of Cut-Off Date Group 1
Balance ....................... 100.00% 99.68% 99.25% 98.74% 98.03%
- -----------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTION OCT-10 OCT-11 OCT-12 OCT-13 OCT-14 OCT-15
- --------------------------------- --------------- --------------- --------------- --------------- --------------- ------------
Locked Out ...................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ...................... 79.81% 79.63% 84.89% 84.74% 84.57% 26.43%
Yield Maintenance ............... 20.19% 20.37% 15.11% 15.26% 15.43% 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% 73.57%
- ------------------------------------------------------------------------------------------------------------------------------
Total ........................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
- ------------------------------------------------------------------------------------------------------------------------------
Cut-Off Date Group 1 Balance
Outstanding (in millions) ..... $ 2,207.61 $ 2,180.14 $ 1,965.05 $ 1,933.03 $ 1,899.20 $ 60.74
- ------------------------------------------------------------------------------------------------------------------------------
% of Cut-Off Date Group 1
Balance ....................... 76.54% 75.59% 68.13% 67.02% 65.85% 2.11%
- ------------------------------------------------------------------------------------------------------------------------------
(1) Prepayment provisions in effect as a percentage of outstanding loan
balances as of the indicated date assuming no prepayments on the Mortgage
Loans (and assuming that 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 October
2015, the outstanding loan balances represent less than 2.11% 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.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
19
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
GROUP 2 PREPAYMENT PROVISION BASED ON OUTSTANDING PRINCIPAL BALANCE(1)(2)
PREPAYMENT ANALYSIS
PREPAYMENT RESTRICTION OCT-05 OCT-06 OCT-07 OCT-08 OCT-09
- ---------------------------------- ------------ ------------ ------------- ------------- -------------
Locked Out ....................... 100.00% 100.00% 25.69% 15.21% 0.00%
Defeasance ....................... 0.00% 0.00% 71.92% 80.71% 95.99%
Yield Maintenance ................ 0.00% 0.00% 2.39% 4.07% 4.01%
Prepayment Premium ............... 0.00% 0.00% 0.00% 0.00% 0.00%
Open ............................. 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------
Total ............................ 100.00% 100.00% 100.00% 100.00% 100.00%
- ------------------------------------------------------------------------------------------------------
Cut-Off Date Group 2 Balance
Outstanding (in millions) ...... $ 391.30 $ 388.96 $ 386.30 $ 382.13 $ 377.09
- ------------------------------------------------------------------------------------------------------
Cut-off Date Group 2 Balance ..... 100.00% 99.40% 98.72% 97.66% 96.37%
- ------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTION OCT-10 OCT-11 OCT-12 OCT-13 OCT-14 OCT-15
- ---------------------------------- ------------- ------------- ------------- ------------- ------------- ------------
Locked Out ....................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ....................... 96.05% 96.12% 97.38% 97.48% 73.05% 0.00%
Yield Maintenance ................ 3.95% 3.88% 2.62% 2.52% 2.41% 100.00%
Prepayment Premium ............... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Open ............................. 0.00% 0.00% 0.00% 0.00% 24.54% 0.00%
- ---------------------------------------------------------------------------------------------------------------------
Total ............................ 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
- ---------------------------------------------------------------------------------------------------------------------
Cut-Off Date Group 2 Balance
Outstanding (in millions) ...... $ 371.29 $ 365.17 $ 289.92 $ 284.43 $ 278.64 $ 2.02
- ---------------------------------------------------------------------------------------------------------------------
Cut-off Date Group 2 Balance ..... 94.89% 93.32% 74.09% 72.69% 71.21% 0.52%
- ---------------------------------------------------------------------------------------------------------------------
(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 October
2015, the outstanding loan balances represent less than 0.52% of the
Cut-Off Date Group 2 Balance.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
20
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
TWENTY LARGEST MORTGAGE LOANS
- --------------------------------------------------------------------------------
The following table and summaries describe the twenty largest Mortgage Loans or
pools of Mortgage Loans in the Mortgage Pool by Cut-Off Date Balance:
TWENTY LARGEST MORTGAGE LOANS BY CUT-OFF DATE BALANCE
NUMBER OF
MORTGAGE
LOANS /
MORTGAGE NUMBER OF % OF
LOAN MORTGAGED LOAN CUT-OFF DATE INITIAL POOL
LOAN NAME SELLER PROPERTIES GROUP BALANCE(1) BALANCE
- ---------------------- ---------- ------------ ------- ----------------- --------------
85 Tenth Avenue ...... Wachovia 1/1 1 $ 200,000,000 6.1%
NGP Rubicon GSA
Pool ................ Artesia 1/14 1 194,500,000 5.9
1000 & 1100
Wilson .............. Wachovia 1/1 1 182,500,000 5.6
Abbey Pool ........... Wachovia 1/20 1 142,625,000 4.4
Metropolitan
Square .............. Wachovia 1/1 1 125,500,000 3.8
Extra Space Self
Storage
Portfolio #5 ........ Wachovia 23/23 1 112,000,000 3.4
San Felipe Plaza ..... Nomura 1/1 1 101,500,000 3.1
Extra Space
Teamsters Pool ...... Wachovia 1/28 1 93,300,000 2.8
180 Madison
Avenue .............. Wachovia 1/1 1 75,000,000 2.3
2500 City West ....... Nomura 1/1 1 70,000,000 2.1
------ -------------- ----
32/91 $1,296,925,000 39.6%
====== ============== ====
Bryan Tower .......... Wachovia 1/1 1 $ 69,000,000 2.1%
6116 Executive
Boulevard ........... Wachovia 1/1 1 65,188,000 2.0
Fath Portfolio ....... Nomura 7/7 2 63,516,000 1.9
Crossings at
Corona -
Phase III(3) ........ Nomura 1/1 1 62,000,000 1.9
Hilton Garden Inn -
Washington, DC ...... Wachovia 1/1 1 61,000,000 1.9
1370 Broadway ........ Wachovia 1/1 1 60,000,000 1.8
Extra Space VRS
Pool ................ Wachovia 1/22 1 52,100,000 1.6
City Place Retail
Center .............. Wachovia 1/1 1 51,000,000 1.6
110 North Wacker
Drive ............... Wachovia 1/1 1 48,000,000 1.5
Park Place II ........ Wachovia 1/1 1 44,687,500 1.4
------ -------------- ----
16/37 $ 576,491,500 17.6%
------ -------------- ----
48/128 $1,873,416,500 57.2%
====== ============== ====
% OF
APPLICABLE WEIGHTED WEIGHTED
CUT-OFF LOAN AVERAGE AVERAGE
DATE BALANCE CUT-OFF LTV WEIGHTED
LOAN PER SF/ WEIGHTED DATE RATIO AT AVERAGE
GROUP PROPERTY UNIT/ AVERAGE LTV MATURITY MORTGAGE
LOAN NAME BALANCE TYPE ROOM(2) DSCR(2) RATIO(2) OR ARD(2) RATE
- ---------------------- ------------ ------------------- ----------- ---------- ---------- ----------- -----------
85 Tenth Avenue ...... 6.9% Office - CBD $ 334 1.44x 68.0% 68.0% 5.260%
NGP Rubicon GSA
Pool ................ 6.7% Various $ 130 1.27x 79.9% 74.2% 5.460%
1000 & 1100
Wilson .............. 6.3% Office - Suburban $ 341 1.48x 73.9% 73.9% 4.970%
Abbey Pool ........... 4.9% Various $ 83 1.33x 74.7% 69.1% 5.190%
Metropolitan
Square .............. 4.4% Office - CBD $ 127 1.45x 74.9% 71.1% 5.320%
Extra Space Self
Storage
Portfolio #5 ........ 3.9% Self Storage $ 68 1.27x 74.5% 69.0% 5.285%
San Felipe Plaza ..... 3.5% Office - Suburban $ 106 1.82x 69.0% 69.0% 5.280%
Extra Space
Teamsters Pool ...... 3.2% Self Storage $ 47 3.04x 48.1% 48.1% 4.755%
180 Madison
Avenue .............. 2.6% Office - CBD $ 297 1.20x 79.8% 71.3% 5.480%
2500 City West ....... 2.4% Office - Suburban $ 122 1.64x 72.9% 72.9% 5.280%
1.54X 72.2% 69.4% 5.228%
Bryan Tower .......... 2.4% Office - CBD $ 61 1.47x 74.8% 69.1% 5.110%
6116 Executive
Boulevard ........... 2.3% Office - Suburban $ 315 1.20x 79.7% 62.7% 5.320%
Fath Portfolio ....... 16.2% Multifamily - $ 32,673 1.28x 77.6% 71.7% 5.200%
Conventional
Crossings at
Corona -
Phase III(3) ........ 2.1% Retail - Anchored $ 276 1.29x 80.0% 70.7% 5.020%
Hilton Garden Inn - Hospitality - Full
Washington, DC ...... 2.1% Service $ 203,333 1.35x 69.9% 62.6% 5.450%
1370 Broadway ........ 2.1% Office - CBD $ 240 1.20x 80.0% 71.4% 5.400%
Extra Space VRS
Pool ................ 1.8% Self Storage $ 38 3.76x 34.7% 34.7% 4.755%
City Place Retail
Center .............. 1.8% Retail - Anchored $ 149 1.59x 69.0% 69.0% 4.920%
110 North Wacker
Drive ............... 1.7% Office - CBD $ 212 1.52x 74.7% 68.8% 5.000%
Park Place II ........ 1.5% Retail - Anchored $ 176 1.67x 64.8% 64.8% 5.330%
1.60X 71.3% 64.9% 5.159%
1.55X 71.9% 68.0% 5.207%
(1) In the case of a concentration of cross-collateralized mortgage loans, the
aggregate principal balance.
(2) Each of the NGP Rubicon GSA Pool Mortgage Loan and the 1000 & 1100 Wilson
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/unit/room are based on the aggregate indebtedness of or debt service
on, as applicable, each such mortgage loan and the related pari passu
companion loan.
(3) For purposes of determining the DSC ratio for the Crossing at Corona Phase
III Mortgage Loan, such ratio was calculated by taking itno account various
assumptions regarding the financial performance of the related Mortgaged
Property on a "stablized" basis that are consistent with the respective
performance-related criteria required to obtain the release of certain
escrows pursuant to the related Mortgage Loan documents.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
21
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
22
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
85 TENTH AVENUE
- --------------------------------------------------------------------------------
[85 TENTH AVENUE PICTURES OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
23
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
85 TENTH AVENUE
- --------------------------------------------------------------------------------
[85 TENTH AVENUE MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and
Goldman, Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and the issuer.
The Underwriters are acting as underwriters and not acting as agents for the
issuer in connection with the proposed transaction. Notwithstanding anything
herein to the contrary, you (and each of your employees, representatives or
other agents) may disclose to any and all persons, without limitation of any
kind, the United States federal, state and local income "tax treatment" and
"tax structure" (in each case, within the meaning of Treasury Regulation
Section 1.6011-4) and all materials of any kind (including opinions or other
tax analyses) of the transaction contemplated hereby that are provided to you
(or your representatives) relating to such tax treatment and tax structure,
other than the name of the Issuer or information that would permit
identification of the Issuer, and except that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information,
this sentence shall only apply to such portions of the document or similar item
that relate to the United States federal, state and local income tax treatment
or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
24
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
85 TENTH AVENUE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $200,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 6.1%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Somerset Partners, Philip Welch,
Keith Rubenstein and Marshall G. Allan
TYPE OF SECURITY Fee
MORTGAGE RATE 5.260%
MATURITY DATE August 11, 2015
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 120
ORIGINAL TERM / AMORTIZATION 120 / IO
REMAINING TERM / AMORTIZATION 118 / IO
LOCKBOX Yes
UP-FRONT RESERVES
TAX/INSURANCE Yes
OUTSTANDING TI/LC(1) $3,080,000
LEVEL III LOC(2) $3,360,000
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $7,918
TI/LC(3) $99,159
ADDITIONAL FINANCING(4) None
CUT-OFF DATE BALANCE $200,000,000
CUT-OFF DATE BALANCE/SF $334
CUT-OFF DATE LTV 68.0%
MATURITY DATE LTV 68.0%
UW DSCR ON NCF 1.44x
- --------------------------------------------------------------------------------
(1) Upfront outstanding TI/LC reserve required for tenant expenses that are
reimbursable by the borrower.
(2) Letter of credit provided by Level III Communications, and held by the
landlord as additional credit for tenant's lease obligation. This letter of
credit amount is approximately equal to 1 year of the tenant's total rent,
and has been assigned to mortgagee.
(3) Beginning September 11, 2010 the borrower will begin escrowing for TI/LC
obligations. If a major tenant vacancy, as defined in the related Mortgage
Loan documents, should occur before this date, then escrow payments will
commence at the point of vacancy, with the monthly reserve amount to be
calculated according to the terms detailed in the mortgage.
(4) Future mezzanine debt is permitted.
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION New York, NY
PROPERTY TYPE Office -- CBD
SIZE (SF) 597,953
OCCUPANCY AS OF APRIL 28, 2005 98.8%
YEAR BUILT / YEAR RENOVATED 1913 / 2001
APPRAISED VALUE $294,000,000
PROPERTY MANAGEMENT Williams U.S.A. Realty Services, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $21,842,063
UW TOTAL EXPENSES $6,039,101
UW NET OPERATING INCOME (NOI) $15,802,962
UW NET CASH FLOW (NCF) $15,137,669
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
25
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
85 TENTH AVENUE
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
NET % OF NET % OF DATE OF
RATINGS(1) RENTABLE RENTABLE ACTUAL ACTUAL LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
GSA .............................. Aaa/AAA/AAA 225,000 37.6% $ 43.30 $ 9,741,600 43.8% Multiple Spaces(2)
Level 3 Communications ........... NR/NR/NR 112,000 18.7 $ 34.00 3,808,000 17.1 December 2017
Lehman Brothers Holdings ......... A1/A/A+ 58,168 9.7 $ 44.26 2,574,572 11.6 February 2017
Moet Hennessey ................... NR/NR/NR 56,000 9.4 $ 31.00 1,736,000 7.8 March 2021
National College Sports Network .. NR/NR/NR 56,000 9.4 $ 28.23 1,580,880 7.1 August 2015
Non-major tenants ................ 83,785 14.0 $ 33.58 2,813,089 12.6
Vacant ........................... 7,000 1.2 0 0.0
------- ----- ----------- -----
TOTAL ............................ 597,953 100.0% $22,254,141 100.0%
======= ===== =========== =====
- ------------------------------------------------------------------------------------------------------------------------------------
(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 57,000 SF expire in
November 2013, approximately 56,000 SF expire in January 2015, and
approximately 112,000 SF expire in March 2015.
- ---------------------------------------------------------------------------------------------------------------------
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 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0%
2009 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0%
2010 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0%
2011 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0%
2012 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0%
2013 1 $ 42.40 57,000 9.5% 9.5% 10.9% 10.9%
2014 1 $ 38.97 56,000 9.4% 18.9% 9.8% 20.7%
2015 3 $ 39.76 224,000 37.5% 56.4% 40.0% 60.7%
Thereafter 7 $ 34.45 253,953 42.5% 98.8% 39.3% 100.0%
Vacant 0 NA 7,000 1.2% 100.0% 0.0% 100.0%
- ---------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
26
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
85 TENTH AVENUE
- --------------------------------------------------------------------------------
o THE LOAN. The Mortgage Loan (the "85 Tenth Avenue Loan") is secured by a
first mortgage encumbering an office building located in New York, New
York. The 85 Tenth Avenue Loan represents approximately 6.1% of the Cut-Off
Date Pool Balance. The 85 Tenth Avenue Loan was originated on July 29,
2005, and has a principal balance as of the Cut-Off Date of $200,000,000.
The 85 Tenth Avenue Loan provides for interest-only payments for the entire
loan term.
The 85 Tenth Avenue Loan has a remaining term of 118 months and matures on
August 11, 2015. The 85 Tenth Avenue Loan may be prepaid with the payment
of a Yield Maintenance Charge prior to the maturity date.
o THE BORROWER. The borrower is Blenheim LLC, a special purpose entity. Legal
counsel to the borrower delivered a non-consolidation opinion in connection
with the origination of the 85 Tenth Avenue Loan. The sponsors are Somerset
Partners, a New York investment firm led by Marshall G. Allan and Philip
Welch, two former executives at Donaldson, Lufkin & Jenrette, Inc., and
Keith Rubenstein, a real estate attorney. Somerset Partners was founded in
1987 with a senior management team averaging more than 25 years of asset
management, legal and hands-on real estate management experience.
o THE PROPERTY. The Mortgaged Property is an approximately 597,953 square
foot office building situated on approximately 1.2 acres. The Mortgaged
Property was constructed in 1913 and renovated in 2001. The Mortgaged
Property is located in New York, New York. As of April 28, 2005, the
occupancy rate for the Mortgaged Property securing the 85 Tenth Avenue Loan
was approximately 98.8%.
The largest tenant is the General Services Administration ("GSA"),
occupying a total of approximately 225,000 square feet, or approximately
37.6% of the net rentable area. The GSA secures the buildings, products,
services, technology and other workplace essentials for the federal
government. As of September 20, 2005, the GSA (United States Government)
was rated "Aaa" (Moody's), "AAA" (S&P) and "AAA" (Fitch). The GSA has
multiple leases, with 57,000 square feet expiring in November 2013, and the
remainder of the space expiring in January and March 2015. The second
largest tenant is Level 3 Communications ("Level 3"), occupying
approximately 112,000 square feet, or approximately 18.7% of the net
rentable area. Level 3 provides information services and communications
worldwide and is one of the largest internet carries in the world. The
Level 3 lease expires in December 2017. The third largest tenant is Lehman
Brothers Holdings ("Lehman"), occupying approximately 58,168 square feet,
or approximately 9.7% of the net rentable area. Founded in 1850, Lehman
maintains leadership positions in equity and fixed income sales, trading
and research, investment banking, private investment management, asset
management and private equity. Lehman operates a data center at the
Mortgaged Property. As of September 20, 2005, Lehman was rated "A1"
(Moody's), "A" (S&P) and "A+" (Fitch). The Lehman lease expires in February
2017.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a mortgagee-designated lock box account.
o MANAGEMENT. Williams U.S.A. Realty Services, Inc. ("Williams") is the
property manager for the Mortgaged Property securing the 85 Tenth Avenue
Loan. Founded in 1926 and headquartered in New York, New York, Williams
employs over 200 professionals and manages over 20 million square feet of
commercial space in New York, New Jersey and Connecticut.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
27
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
28
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
NGP RUBICON GSA POOL
- --------------------------------------------------------------------------------
[NGP RUBICON GSA POOL PICTURES OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
29
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
NGP RUBICON GSA POOL
- --------------------------------------------------------------------------------
[NGP RUBICON GSA POOL MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
30
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
NGP RUBICON GSA POOL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Artesia
CUT-OFF DATE BALANCE $194,500,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 5.9%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR NGP Capital Partners III LLC and
Rubicon 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(1) Springing
OTHER(2) Springing
ADDITIONAL FINANCING(3) Pari Passu Debt $194,500,000
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 and/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 or debt service or held by the
mortgagee 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.
(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
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
31
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
NGP RUBICON GSA POOL
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
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 1,048,631
Supply Service)
Rubicon NGP -- Sacramento, CA ....... 28,736,000 1989/NA GSA (Army Corp 326,306
of Engineers)
Rubicon NGP -- Suffolk, VA .......... 27,811,000 1993/NA GSA (Joint 351,075
Forces
Command)
Rubicon NGP -- Washington, DC ....... 24,030,200 1931/1998 GSA (Federal 146,365
Election
Commission)
Rubicon NGP -- Kansas City, KS ...... 18,000,000 1999/NA GSA 182,554
(Environmental
Protection
Agency)
Rubicon NGP -- San Diego, CA ........ 10,759,000 1988/NA GSA (Dept of 131,891
Veterans Affairs)
Rubicon NGP -- Concord, MA .......... 10,240,000 1962/1997 GSA (Army Corps 97,256
of 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 118,040
of Engineers)
Rubicon NGP -- Houston, TX .......... 6,130,600 1972/1996 GSA (Drug 138,020
Enforcement
Agency)
Rubicon NGP -- Providence, RI ....... 6,090,000 1982/NA GSA 130,600
Rubicon NGP -- Aurora, CO ........... 3,248,000 1998/NA GSA (Tricare 103,000
Management
Activities)
Rubicon NGP -- Lakewood, CO ......... 2,720,200 1974/1994 GSA (Dept. of 74,285
the Interior)
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 OCCUPANCY UW APPRAISED VALUE ALLOCATED
PROPERTY NAME SF(2)(3) OCCUPANCY(4) % NCF VALUE PER SF(2)(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%
=========== =============
- ------------------------------------------------------------------------------------------------------------------------------------
(1) The Cut-Off Date Balance is the amount of the NGP Rubicon GSA Pool Loan
allocated to each Mortgaged 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.
(4) Occupancy as of May 13, 2005.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
32
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
NGP RUBICON GSA POOL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
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 ........................... 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 ........................... 1.4 0 0.0
----- ------------- -----
TOTAL ............................ 100.0% $ 51,678,045 100.0%
===== ============= =====
- ----------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
(2) Under the terms of multiple leases, approximately 229,625 SF at the Rubicon
NGP Sacramento, CA Mortgaged Property expire in October 2010; approximately
118,040 SF at the Rubicon NGP Huntsville, AL Mortgaged Property expire in
October 2014; and approximately 97,256 SF at the Rubicon NGP Concord, MA
Mortgaged Property expire in March 2018.
(3) With respect to the Rubicon NGP Concord, MA Mortgaged Property lease, the
related GSA tenant may terminate its lease at any time subject to certain
terms and conditions contained in the related lease, including the payment
of a lease termination fee and upon 12 months prior notice to the landlord.
(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.
- ----------------------------------------------------------------------------------------------------------------
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%
- ----------------------------------------------------------------------------------------------------------------
* 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.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
33
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
NGP RUBICON GSA POOL
- --------------------------------------------------------------------------------
o 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 5.9% 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 and the NGP Rubicon GSA Pool
Pari Passu Loan will be governed by an intercreditor and servicing
agreement and will be serviced pursuant to the terms of 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-C20, as described in the preliminary prospectus
supplement under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans". 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 116 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.
o THE BORROWERS. The borrowers consist of 14 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.
o 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 (13) of the
Mortgaged Properties are located in 10 different states and 1 Mortgaged
Property is located in the District of Columbia. Nine (9) of the Mortgaged
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 2,841,148 square feet
or approximately 95.0% 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 3 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.
o LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee-designated lockbox account.
o PARTIAL DEFEASANCE: The borrowers may defease any individual Mortgaged
Property at 125% of such individual Mortgaged Property's allocated loan
amount, provided that certain conditions have been met.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
34
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
NGP RUBICON GSA POOL
- --------------------------------------------------------------------------------
o 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.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
35
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
36
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
1000 & 1100 WILSON
- --------------------------------------------------------------------------------
[1000 & 1100 WILSON PICTURES OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
37
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
1000 & 1100 WILSON
- --------------------------------------------------------------------------------
[1000 & 1100 WILSON MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
38
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
1000 & 1100 WILSON
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $182,500,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 5.6%
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 57 / IO
LOCKBOX Yes
ONGOING MONTHLY RESERVES
TAX/INSURANCE(1) Springing
REPLACEMENT(1) Springing
ADDITIONAL FINANCING(2) Pari Passu Debt $182,500,000
PARI PASSU NOTES(3)
-------------------
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) Upon an event of default under the related Mortgage Loan documents,
reserves will be collected for taxes, insurance and replacements.
(2) Future mezzanine debt is permitted.
(3) 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) 1,069,563
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
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
39
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
1000 & 1100 WILSON
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
NET % OF NET % OF
RATINGS(1) RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
General Services Administration .. Aaa/AAA/AAA 191,909 17.9% $32.26 $ 6,191,698 16.1% Multiple Spaces(2)
Northrop Grumman ................. Baa2/BBB/BBB 130,419 12.2 $39.74 5,182,735 13.5 Multiple Spaces(3)
Raytheon Company ................. Baa3/BBB/BBB 116,128 10.9 $34.04 3,952,665 10.3 August 2013
WJLA-TV .......................... NR/NR/NR 84,423 7.9 $31.63 2,670,181 7.0 Multiple Spaces(4)
SRI International Inc ............ NR/NR/NR 59,361 5.6 $34.42 2,043,256 5.3 June 2017
Non-major tenants ................ 487,323 45.6 $37.61 18,329,140 47.8
Vacant ........................... 0 0.0 0 0.0
--------- ----- ------------ -----
TOTAL ............................ 1,069,563 100.0% $ 38,369,675 100.0%
========= ===== ============ =====
- ------------------------------------------------------------------------------------------------------------------------------------
(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 is leased
month-to-month and approximately 129,766 SF expire in December 2012.
(4) Under the terms of multiple leases, approximately 270 SF is leased
month-to-month and approximately 84,153 SF expire in June 2017.
- ------------------------------------------------------------------------------------------------------------
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%
- ------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
40
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
1000 & 1100 WILSON
- --------------------------------------------------------------------------------
o 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 5.6% 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 and
the 1000 & 1100 Wilson Pari Passu Loan will be governed by an intercreditor
and servicing agreement and will be serviced pursuant to the terms of 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-C20, as described in the
preliminary prospectus supplement under "DESCRIPTION OF THE MORTGAGE POOL--
Co-Lender Loans".
The 1000 & 1100 Wilson Loan has a remaining term of 57 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.
o 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.
o THE PROPERTY. The Mortgaged Property is an approximately 1,069,563 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 Company
("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.
o LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee-designated lockbox account.
o MANAGEMENT. Rosslyn Manager LLC is the property manager for the Mortgaged
Property securing the 1000 & 1100 Wilson Loan.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
41
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
42
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
ABBEY POOL
- --------------------------------------------------------------------------------
[ABBEY POOL PICTURES OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
43
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
ABBEY POOL
- --------------------------------------------------------------------------------
[ABBEY POOL MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
44
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
ABBEY POOL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $142,625,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 4.4%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Donald Abbey
TYPE OF SECURITY Various
MORTGAGE RATE 5.190%
MATURITY DATE October 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 60
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 120 / 360
LOCKBOX Yes
UPFRONT RESERVES
ENGINEERING $778,838
LETTER OF CREDIT(1) $1,000,000
ONGOING MONTHLY RESERVES
TAX Yes
ADDITIONAL FINANCING (2) None
CUT-OFF DATE BALANCE $142,625,000
CUT-OFF DATE BALANCE/SF $83
CUT-OFF DATE LTV 74.7%
MATURITY DATE LTV 69.1%
UW DSCR ON NCF 1.33x
- --------------------------------------------------------------------------------
(1) Letter of credit taken at closing in lieu of ongoing replacement reserves
and TI/LC escrows.
(2) Future mezzanine debt is permitted.
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 20
LOCATION California
PROPERTY TYPE Various
SIZE (SF) 1,715,219
OCCUPANCY AS OF SEPTEMBER 29, 2005 93.6%
YEAR BUILT / YEAR RENOVATED Various / Various
APPRAISED VALUE $191,000,000
PROPERTY MANAGEMENT The Abbey Management
Company, LLC
UW ECONOMIC OCCUPANCY 91.6%
UW REVENUES $19,625,328
UW TOTAL EXPENSES $6,080,880
UW NET OPERATING INCOME (NOI) $13,544,449
UW NET CASH FLOW (NCF) $12,523,159
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
45
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
ABBEY POOL
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
ABBEY POOL SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
CUT-OFF
DATE
ALLOCATED BALANCE UNDERWRITTEN APPRAISED
CUT-OFF YEAR PER NET VALUE
DATE BUILT / SQUARE SQUARE UW CASH APPRAISED PER
PROPERTY NAME BALANCE RENOVATED FOOTAGE FOOT OCCUPANCY* OCCUPANCY FLOW VALUE SF
- ------------------------------------------------------------------------------------------------------------------------------------
Transpark Office Complex $ 20,175,000 1984 208,975 $ 97 91.9% 90.0% $ 1,850,841 $ 26,900,000 $129
Colton Courtyard 14,100,000 1989 122,082 $115 99.2% 95.0% 1,186,343 18,800,000 $154
Sierra Gateway Business Center 13,950,000 1992 131,917 $106 93.8% 94.0% 1,327,901 18,600,000 $141
10th Street Commerce Center 10,275,000 1970 96,567 $106 68.9% 82.0% 719,743 13,700,000 $142
Transpark Industrial Complex 10,275,000 1984 218,261 $ 47 100.0% 100.0% 950,540 13,700,000 $ 63
Palmdale Place Commerce Center 10,125,000 1986 85,152 $119 100.0% 95.0% 883,026 13,500,000 $159
Fresno Industrial Center 7,875,000 1989 265,085 $ 30 100.0% 95.0% 709,766 10,500,000 $ 40
Nevada Street Plaza 7,725,000 1985 126,292 $ 61 95.9% 95.0% 689,235 10,300,000 $ 82
Tozai Plaza 7,275,000 1986 39,349 $185 92.4% 92.3% 721,556 9,700,000 $247
Upland Commerce Center 5,880,000 2005 47,545 $124 93.7% 92.8% 519,229 8,400,000 $177
Rancho Carmel Commerce Center 5,400,000 1988 26,978 $200 100.0% 95.0% 463,809 7,200,000 $267
Braden Court 4,425,000 1984 29,987 $148 100.0% 95.0% 387,124 5,900,000 $197
Airpark Plaza 4,370,000 1988 86,334 $ 51 64.1% 67.3% 298,749 6,100,000 $ 71
30th Street Commerce Center 3,900,000 1987 33,022 $118 100.0% 95.0% 359,745 5,200,000 $157
Atlantic Plaza 3,600,000 1942 31,281 $115 65.6% 66.0% 210,997 4,800,000 $153
Diamond Bar Commerce Center 3,375,000 1980 20,528 $164 100.0% 95.0% 329,781 4,500,000 $219
Goodrich Office Park 2,700,000 1948/1999 26,200 $103 100.0% 95.0% 270,872 3,600,000 $137
Garden Grove Town Center 2,625,000 1981 12,560 $209 100.0% 95.0% 215,061 3,500,000 $279
Anaheim Stadium Industrial Park 2,400,000 1981 89,616 $ 27 100.0% 95.0% 219,375 3,200,000 $ 36
25th Street Commerce Center 2,175,000 1989 17,488 $124 100.0% 95.0% 209,469 2,900,000 $166
------------ --------- ----------- ------------
$142,625,000 1,715,219 $ 83 93.6% 91.6% $12,523,159 $191,000,000 $111
============ ========= =========== ============
- ------------------------------------------------------------------------------------------------------------------------------------
* Occupancy date as of September 29, 2005, for all properties.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
46
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
ABBEY POOL
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
ACTUAL DATE OF
RATINGS* NET RENTABLE % OF NET RENT % OF LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) RENTABLE AREA PSF ACTUAL RENT ACTUAL RENT EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
TOP 10 TENANTS
Sony Music Entertainment, Inc. ...... A1/A/A- 200,085 11.7% $ 3.14 $ 628,267 3.8% July 2007
Loveland Baptist Church ............. NR/NR/NR 70,340 4.1 $ 6.84 481,126 2.9 December 2011
County of Los Angeles (Dept Children
& Family Services) ................ NR/NR/NR 49,500 2.9 $ 17.40 861,300 5.2 February 2015
Lunada Bay Corporation .............. NR/NR/NR 41,931 2.4 $ 6.82 285,900 1.7 August 2007
Maiselle's Furniture Outlet ......... NR/NR/NR 37,752 2.2 $ 5.28 199,331 1.2 October 2009
Eubanks Engineering Co. ............. NR/NR/NR 32,609 1.9 $ 6.00 195,654 1.2 December 2006
The Hudson Group, Inc. .............. NR/NR/NR 32,400 1.9 $ 6.00 194,400 1.2 November 2015
Orange County - SSA/C.A.S.T ......... NR/NR/NR 29,987 1.7 $ 21.38 641,122 3.9 September 2009
Curtis Movers, Inc. ................. NR/NR/NR 28,800 1.7 $ 5.88 169,344 1.0 July 2009
Zonson Company, Inc. ................ NR/NR/NR 27,520 1.6 $ 4.68 128,794 0.8 September 2008
Non-major tenants ................... 1,055,297 61.5 $ 11.97 12,628,076 76.9
Vacant .............................. 108,998 6.4 0 0.0
--------- ----- ----------- -----
TOTAL ............................... 1,715,219 100.0% $16,413,313 100.0%
========= ===== =========== =====
- ------------------------------------------------------------------------------------------------------------------------------------
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
- ----------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE
- ----------------------------------------------------------------------------------------------------------------
WA BASE CUMULATIVE CUMULATIVE %
# OF LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* ROLLING*
- ----------------------------------------------------------------------------------------------------------------
2005 27 $ 13.24 67,128 3.9% 3.9% 5.4% 5.4%
2006 82 $ 10.58 304,613 17.8% 21.7% 19.6% 25.0%
2007 64 $ 7.26 445,688 26.0% 47.7% 19.7% 44.8%
2008 55 $ 10.62 203,585 11.9% 59.5% 13.2% 57.9%
2009 38 $ 11.72 240,001 14.0% 73.5% 17.1% 75.1%
2010 19 $ 12.28 71,139 4.1% 77.7% 5.3% 80.4%
2011 5 $ 8.14 80,811 4.7% 82.4% 4.0% 84.4%
2012 5 $ 18.67 14,510 0.8% 83.2% 1.7% 86.1%
2013 0 $ 0.00 0 0.0% 83.2% 0.0% 86.1%
2014 3 $ 11.00 33,312 1.9% 85.2% 2.2% 88.3%
2015 12 $ 13.22 145,434 8.5% 93.6% 11.7% 100.0%
Thereafter 0 $ 0.00 0 0.0% 93.6% 0.0% 100.0%
Vacant NA $ 0.00 108,998 6.4% 100.0% 0.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
47
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
ABBEY POOL
- --------------------------------------------------------------------------------
o THE LOAN. The Mortgage Loan (the "Abbey Pool Loan") is secured by first
mortgages or first deeds of trust encumbering 20 retail, office, industrial
or mixed use properties located in California. The Abbey Pool Loan
represents approximately 4.4% of the Cut-Off Date Pool Balance. The Abbey
Pool Loan was originated on September 30, 2005, and has a principal balance
as of the Cut-Off Date of $142,625,000. The Abbey 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 Abbey Pool Loan has a remaining term of 120 months and matures on
October 11, 2015. The Abbey Pool Loan may be prepaid on or after August 11,
2015, and permits defeasance with United States government obligations
beginning two years after the closing date.
o THE BORROWERS. The borrowers are 18 Delaware limited liability companies,
each a special purpose entity. Legal counsel to each of the borrowers
delivered a non-consolidation opinion in connection with the origination of
the Abbey Pool Loan. The sponsor of each of the borrowers is Donald Abbey,
of the Abbey Company. Based in Orange County, the Abbey Company currently
owns approximately 42 properties, consisting of approximately 4 million
square feet, all located in Southern California.
o THE PROPERTIES. The Mortgaged Properties consist of 20 retail, office,
industrial or mixed use buildings containing, in the aggregate,
approximately 1,715,219 square feet. As of September 29, 2005, the
occupancy rate for the Mortgaged Properties securing the Abbey Pool Loan
was approximately 93.6%.
o LOCK BOX 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 Abbey Pool Loan, (i) if the debt service
coverage ratio, as computed by the mortgagee, is less than 1.05x or (ii)
upon the occurrence of an event of default under the related Mortgage Loan
documents, the amounts in the lockbox will be swept daily into a
mortgagee-designated lockbox account.
o MANAGEMENT. The Abbey Management Company, LLC, an affiliate of the sponsor,
is the property manager for the Mortgaged Properties securing the Abbey
Pool Loan.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
48
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
METROPOLITAN SQUARE
- --------------------------------------------------------------------------------
[METROPOLITAN SQUARE PICTURES OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
49
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
METROPOLITAN SQUARE
- --------------------------------------------------------------------------------
[METROPOLITAN SQUARE MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
50
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
METROPOLITAN SQUARE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $125,500,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.8%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Mark Karasick
TYPE OF SECURITY Fee
MORTGAGE RATE 5.320%
MATURITY DATE August 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 77
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 118 / 360
LOCKBOX Yes
UP-FRONT RESERVES
TAX/INSURANCE Yes
OUTSTANDING TI/LC(1) $14,941,345
TI/LC $5,000,000
RENT CONCESSION(2) $1,191,738
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $18,464
TI/LC $37,400
ADDITIONAL FINANCING B-Note $25,500,000
WHOLE
MORTGAGE
TRUST ASSET LOAN
------------------ ------------
CUT-OFF DATE BALANCE $125,500,000 $151,000,000
CUT-OFF DATE BALANCE/SF $127 $153
CUT-OFF DATE LTV 74.9% 90.1%
MATURITY DATE LTV 71.1% 85.6%
UW DSCR ON NCF 1.45x 1.20x
- --------------------------------------------------------------------------------
(1) Amount escrowed represents the sum due to in-place tenants for accrued
leasing costs.
(2) Reserve for payment of rent concessions to 5 tenants.
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Saint Louis, MO
PROPERTY TYPE Office - CBD
SIZE (SF) 987,300
OCCUPANCY AS OF JULY 1, 2005 84.6%
YEAR BUILT / YEAR RENOVATED 1989 / NA
APPRAISED VALUE $167,500,000
PROPERTY MANAGEMENT Jones Lang LaSalle Americas, Inc.
UW ECONOMIC OCCUPANCY 84.6%
UW REVENUES $20,575,065
UW TOTAL EXPENSES $7,956,220
UW NET OPERATING INCOME (NOI) $12,618,846
UW NET CASH FLOW (NCF) $12,134,517
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
51
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
METROPOLITAN SQUARE
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
Bryan Cave, LLP .................... NR/NR/NR 222,194 22.5% $ 17.09 $ 3,797,578 23.4% June 2022
Armstrong Teasdale, LLP ............ NR/NR/NR 134,947 13.7 $ 22.52 3,038,751 18.7 June 2010
HOK Group, Inc. .................... NR/NR/NR 56,874 5.8 $ 17.00 966,858 6.0 December 2014
Senniger, Powers, Leavitt, & Roedel NR/NR/NR 45,973 4.7 $ 26.76 1,230,192 7.6 August 2008
St. Louis Regional Commerce and
Growth Association ............... NR/NR/NR 40,934 4.1 $ 18.00 736,812 4.5 March 2008
Non-major tenants .................. 334,572 33.9 $ 19.32 6,464,574 39.8
Vacant ............................. 151,806 15.4 0 0.0
------- ----- ----------- -----
TOTAL .............................. 987,300 100.0% $16,234,766 100.0%
======= ===== =========== =====
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE
- ----------------------------------------------------------------------------------------------------------------------
# OF WA BASE CUMULATIVE CUMULATIVE
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL % OF ACTUAL
YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* RENT ROLLING*
- ----------------------------------------------------------------------------------------------------------------------
2005 6 $ 23.07 16,014 1.6% 1.6% 2.3% 2.3%
2006 12 $ 20.34 48,255 4.9% 6.5% 6.0% 8.3%
2007 9 $ 17.87 22,139 2.2% 8.8% 2.4% 10.8%
2008 20 $ 22.29 141,480 14.3% 23.1% 19.4% 30.2%
2009 8 $ 18.49 21,794 2.2% 25.3% 2.5% 32.7%
2010 20 $ 21.19 189,348 19.2% 44.5% 24.7% 57.4%
2011 1 $ 19.00 26,438 2.7% 47.1% 3.1% 60.5%
2012 3 $ 18.34 24,767 2.5% 49.7% 2.8% 63.3%
2013 3 $ 19.31 49,321 5.0% 54.6% 5.9% 69.1%
2014 1 $ 17.00 56,874 5.8% 60.4% 6.0% 75.1%
2015 0 $ 0.00 0 0.0% 60.4% 0.0% 75.1%
Thereafter 14 $ 16.92 239,064 24.2% 84.6% 24.9% 100.0%
Vacant 0 NA 151,806 15.4% 100.0% 0.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
52
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
METROPOLITAN SQUARE
- --------------------------------------------------------------------------------
o THE LOAN. The Mortgage Loan (the "Metropolitan Square Loan") is secured by
a first mortgage encumbering an office building located in St. Louis,
Missouri. The Metropolitan Square Loan represents approximately 3.8% of the
Cut-Off Date Pool Balance. The Metropolitan Square Loan was originated on
July 29, 2005, and has a principal balance as of the Cut-Off Date of
$125,500,000. The Metropolitan Square Loan is a portion of a whole loan
with an original principal balance of $151,000,000. The subordinate loan
also secured by the Mortgaged Property securing the Metropolitan Square
Loan is evidenced by a separate note dated July 29, 2005 (the "Metropolitan
Square Subordinate Loan"), and has an original principal balance of
$25,500,000. The Metropolitan Square Subordinate Loan will not be an asset
of the Trust Fund. The Metropolitan Square Loan and the Metropolitan Square
Subordinate Loan will be governed by an intercreditor and servicing
agreement and will be serviced pursuant to the terms of the pooling and
servicing agreement as described in the prospectus supplement under
"DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans." The Metropolitan
Square Loan provides for interest-only payments for the first 77 months of
its term, and thereafter, fixed monthly payments of principal and interest.
The Metropolitan Square Loan has a remaining term of 118 months and matures
on August 11, 2015. The Metropolitan Square 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.
o THE BORROWERS. The borrowers are Metropolitan Square LLC and East 10th St.
Louis LLC, each a special purpose entity. Legal counsel to the borrowers
delivered a non-consolidation opinion in connection with the origination of
the Metropolitan Square Loan. The sponsor is Mark Karasick.
o THE PROPERTY. The Mortgaged Property is an approximately 987,300 square
foot office building situated on approximately 1.5 acres. The Mortgaged
Property was constructed in 1989. The Mortgaged Property is located in St.
Louis, Missouri, within the St. Louis, Missouri metropolitan statistical
area. As of July 1, 2005, the occupancy rate for the Mortgaged Property
securing the Metropolitan Square Loan was approximately 84.6%.
The largest tenant is Bryan Cave, LLP ("Bryan Cave"), occupying
approximately 222,194 square feet, or approximately 22.5% of the net
rentable area. Founded in 1873, Bryan Cave is an international law firm
that is ranked among the 35 largest firms in the world. Bryan Cave
specializes in corporate litigation including antitrust, entertainment,
environmental, health care, intellectual property, real estate and tax law.
The Bryan Cave lease expires in June 2022. The second largest tenant is
Armstrong Teasdale, LLP ("Armstrong Teasdale"), occupying approximately
134,947 square feet, or approximately 13.7% of the net rentable area.
Armstrong Teasdale conducts a comprehensive international civil and
criminal law practice from its main offices in St. Louis, Washington DC,
New York City, Shanghai and Sydney. The Armstrong Teasdale lease expires in
June 2010. The third largest tenant is Hellmuth, Obata, and Kassabaum, Inc.
("HOK Group"), occupying approximately 56,874 square feet, or approximately
5.8% of the net rentable area. HOK Group is a global provider of design and
project delivery services and ranks as one of the world's top interior
design firms. The HOK Group lease expires in December 2014.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a mortgagee-designated lock box account.
o MANAGEMENT. Jones Lang LaSalle Americas, Inc. ("Jones Lang LaSalle") is the
property manager for the Mortgaged Property securing the Metropolitan
Square Loan. In 2004, Jones Lang LaSalle provided onsite
property-management services for office, retail, mixed-used and industrial
properties totaling approximately 535 million square feet throughout the
United States.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
53
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
54
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE SELF STORAGE PORTFOLIO #5
- --------------------------------------------------------------------------------
[EXTRA SPACE SELF STORAGE PORTFOLIO #5 PICTURES OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
55
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE SELF STORAGE PORTFOLIO #5
- --------------------------------------------------------------------------------
[EXTRA SPACE SELF STORAGE PORTFOLIO #5 MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
56
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE SELF STORAGE PORTFOLIO #5
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $112,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.4%
NUMBER OF MORTGAGE LOANS 23
LOAN PURPOSE Acquisition
SPONSOR Extra Space Storage LLC
TYPE OF SECURITY Various
MORTGAGE RATE 5.285%
MATURITY DATE August 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 60
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 118 / 360
LOCKBOX* Springing
UP-FRONT RESERVES
TAX/INSURANCE Yes
ENGINEERING $438,642
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $42,303
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $112,000,000
CUT-OFF DATE BALANCE/SF $68
CUT-OFF DATE LTV 74.5%
MATURITY DATE LTV 69.0%
UW DSCR ON NCF 1.27x
- --------------------------------------------------------------------------------
* Lockbox is required upon (a) an event of default under the related Mortgage
Loan documents or (b) the failure of the Mortgaged Properties to maintain a
DSCR of 1.15x for 12 consecutive months.
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 23
LOCATION Various
PROPERTY TYPE Self Storage
SIZE (SF) 1,639,569
OCCUPANCY AS OF APRIL 30, 2005 79.9%
YEAR BUILT / YEAR RENOVATED Various / Various
APPRAISED VALUE $150,400,000
PROPERTY MANAGEMENT Extra Space Management, LLC
UW ECONOMIC OCCUPANCY 77.3%
UW REVENUES $17,472,626
UW TOTAL EXPENSES $7,491,666
UW NET OPERATING INCOME (NOI) $9,980,960
UW NET CASH FLOW (NCF) $9,473,351
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
57
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE SELF STORAGE PORTFOLIO #5
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
EXTRA SPACE SELF STORAGE PORTFOLIO #5 SUMMARY
CUT-OFF
DATE
BALANCE
CUT-OFF PER
DATE YEAR BUILT / SQUARE SQUARE
PROPERTY NAME BALANCE RENOVATED UNITS FOOTAGE FOOT
- ----------------------------------------------------------------------------------------------------
Extra Space -- Arnold, MD ......... $ 9,500,000 1988 614 70,430 $ 135
Extra Space -- Bethesda, MD ....... 12,800,000 1958 1,404 120,872 $ 106
Extra Space -- Chicago (South
Wabash Avenue), IL .............. 4,400,000 1915/1997 712 64,901 $ 68
Extra Space -- Chicago (West
Addison Street), IL ............. 3,200,000 1936 876 71,610 $ 45
Extra Space -- Chicago (West
Harrison Street), IL ............ 2,900,000 1889/1996 561 48,768 $ 59
Extra Space -- Columbia, MD ....... 8,400,000 1991 709 71,285 $ 118
Extra Space -- Columbus, OH ....... 2,900,000 1987 803 89,250 $ 32
Extra Space -- Cordova, TN ........ 2,700,000 1990 600 72,685 $ 37
Extra Space -- Falls Church, VA ... 6,200,000 1960 683 52,744 $ 118
Extra Space -- Fort Myers, FL ..... 4,400,000 1989 569 70,775 $ 62
Extra Space -- Grandview, MO ...... 1,100,000 1986 522 61,780 $ 18
Extra Space -- Grandville, MI ..... 1,700,000 1987 583 59,716 $ 28
Extra Space -- Hemet, CA .......... 5,300,000 1990 679 78,632 $ 67
Extra Space -- Johnston, RI ....... 7,100,000 1997 726 75,811 $ 94
Extra Space -- Kent, OH ........... 1,500,000 1988 426 59,829 $ 25
Extra Space -- Louisville, KY ..... 3,000,000 1996 456 61,090 $ 49
Extra Space -- Mount Clemens, MI .. 2,100,000 1977 470 44,500 $ 47
Extra Space -- Oceanside, CA ...... 9,700,000 1985 1,504 125,548 $ 77
Extra Space -- Phoenix, AZ ........ 7,400,000 1995 835 78,765 $ 94
Extra Space -- Sacramento, CA ..... 4,200,000 1975 634 72,437 $ 58
Extra Space -- Towson, MD ......... 4,100,000 1999 902 84,802 $ 48
Extra Space -- Watsonville, CA .... 3,400,000 1987 309 33,142 $ 103
Extra Space -- West Palm
Beach, FL ....................... 4,000,000 1986 668 70,197 $ 57
------------- ----- -------
$ 112,000,000 16,245 1,639,569 $ 68
============= ====== =========
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
UW UNDERWRITTEN APPRAISED
OCCUPANCY NET CASH APPRAISED VALUE
PROPERTY NAME OCCUPANCY* % FLOW VALUE PER SF LTV DSCR
- ----------------------------------------------------------------------------------------------------------------------------
Extra Space -- Arnold, MD ......... 79.2% 76.6% $ 816,944 $ 12,700,000 $ 180 74.8% 1.29x
Extra Space -- Bethesda, MD ....... 77.9% 74.0% 1,131,861 17,040,000 $ 141 75.1% 1.33x
Extra Space -- Chicago (South
Wabash Avenue), IL .............. 82.8% 81.3% 354,671 5,870,000 $ 90 75.0% 1.21x
Extra Space -- Chicago (West
Addison Street), IL ............. 77.1% 69.9% 259,517 4,950,000 $ 69 64.6% 1.22x
Extra Space -- Chicago (West
Harrison Street), IL ............ 83.9% 76.8% 232,015 3,850,000 $ 79 75.3% 1.20x
Extra Space -- Columbia, MD ....... 85.4% 81.9% 739,347 11,160,000 $ 157 75.3% 1.32x
Extra Space -- Columbus, OH ....... 69.9% 70.6% 230,982 3,900,000 $ 44 74.4% 1.20x
Extra Space -- Cordova, TN ........ 78.3% 81.0% 214,697 3,550,000 $ 49 76.1% 1.20x
Extra Space -- Falls Church,
VA .............................. 72.3% 70.1% 499,833 8,300,000 $ 157 74.7% 1.21x
Extra Space -- Fort Myers, FL ..... 92.2% 78.0% 351,798 5,850,000 $ 83 75.2% 1.20x
Extra Space -- Grandview,
MO .............................. 70.7% 68.2% 164,381 2,700,000 $ 44 40.7% 2.25x
Extra Space -- Grandville, MI ..... 65.9% 69.9% 140,419 2,250,000 $ 38 75.6% 1.24x
Extra Space -- Hemet, CA .......... 88.8% 84.3% 422,186 6,520,000 $ 83 81.3% 1.20x
Extra Space -- Johnston, RI ....... 77.5% 95.9% 584,876 9,430,000 $ 124 75.3% 1.24x
Extra Space -- Kent, OH ........... 81.4% 78.8% 121,308 1,900,000 $ 32 78.9% 1.22x
Extra Space -- Louisville, KY ..... 80.3% 79.5% 239,116 3,950,000 $ 65 75.9% 1.20x
Extra Space -- Mount Clemens,
MI .............................. 74.5% 83.1% 167,369 2,860,000 $ 64 73.4% 1.20x
Extra Space -- Oceanside, CA ...... 87.4% 84.4% 829,214 12,900,000 $ 103 75.2% 1.29x
Extra Space -- Phoenix, AZ ........ 95.7% 83.1% 629,904 9,900,000 $ 126 74.7% 1.28x
Extra Space -- Sacramento,
CA .............................. 78.9% 75.7% 349,545 5,620,000 $ 78 74.7% 1.25x
Extra Space -- Towson, MD ......... 56.6% 54.7% 372,862 5,360,000 $ 63 76.5% 1.37x
Extra Space -- Watsonville,
CA .............................. 91.8% 81.2% 286,416 4,490,000 $ 135 75.7% 1.27x
Extra Space -- West Palm
Beach, FL ....................... 90.0% 80.0% 334,090 5,350,000 $ 76 74.8% 1.26x
----------- -------------
79.9% 77.3% $ 9,473,351 $ 150,400,000 $ 92 74.5% 1.27X
=========== =============
- ----------------------------------------------------------------------------------------------------------------------------
* As of April 30, 2005 for all Mortgaged Properties.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
58
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE SELF STORAGE PORTFOLIO #5
- --------------------------------------------------------------------------------
o THE LOAN. The 23 Mortgage Loans (the "Extra Space Self Storage Portfolio #5
Loans") are secured by 23 first mortgages or first deeds of trust
encumbering 23 self storage properties located in California (4), Maryland
(4), Illinois (3), Florida (2), Michigan (2), Ohio (2), Arizona (1),
Kentucky (1), Missouri (1), Rhode Island (1), Tennessee (1) and Virginia
(1). The Extra Space Self Storage Portfolio #5 Loans represent
approximately 3.4% of the Cut-Off Date Pool Balance. The Extra Space Self
Storage Portfolio #5 Loans were originated on July 14, 2005, and have an
aggregate principal balance as of the Cut-Off Date of $112,000,000. Each
Extra Space Self Storage Portfolio #5 Loan is cross-collateralized and
cross-defaulted with each of the other Extra Space Self Storage Portfolio
#5 Loans, and no release is permitted. Each Extra Space Self Storage
Portfolio #5 Loan provides for interest-only payments during the first 60
months of its term, and thereafter, fixed monthly payments of principal and
interest.
The Extra Space Self Storage Portfolio #5 Loans have a remaining term of
118 months and mature on August 11, 2015. The Extra Space Self Storage
Portfolio #5 Loans may be prepaid on or after June 11, 2015, and permit
defeasance with United States government obligations beginning two years
after the closing date.
o THE BORROWER. The borrower for each of the Extra Space Self Storage
Portfolio #5 Loans is Extra Space Properties Fifty Two 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 #5 Loans. The sponsor of the borrower is Extra Space Storage LLC,
one of the largest operators of self storage facilities in the United
States. Extra Space Storage LLC (NYSE: EXR) is a publicly traded self
storage REIT with a geographically diverse portfolio of approximately 630
properties in 34 states and the District of Columbia.
o THE PROPERTIES. The Mortgaged Properties consist of 23 self storage
facilities containing, in the aggregate, approximately 1,639,569 square
feet. As of April 30, 2005, the occupancy rate for the Mortgaged Properties
securing the Extra Space Self Storage Portfolio #5 Loans was approximately
79.9%.
o LOCK BOX ACCOUNT. At any time during the term of the Extra Space Self
Storage Portfolio #5 Loans, (i) if the debt service coverage ratio, as
computed by the mortgagee, is less than 1.15x for a period of 12
consecutive months or (ii) upon the occurrence of an event of default under
the related Mortgage 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 lock box account.
o 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 #5 Loans.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
59
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
60
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
SAN FELIPE PLAZA
- --------------------------------------------------------------------------------
[SAN FELIPE PLAZA PICTURE OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
61
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
SAN FELIPE PLAZA
- --------------------------------------------------------------------------------
[SAN FELIPE PLAZA MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
62
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
SAN FELIPE PLAZA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Nomura
CUT-OFF DATE BALANCE $101,500,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.1%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR TPG/CalSTRS, LLC
TYPE OF SECURITY Fee
MORTGAGE RATE 5.280%
MATURITY DATE August 11, 2010
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 60
ORIGINAL TERM / AMORTIZATION 60 / IO
REMAINING TERM / AMORTIZATION 58 / IO
LOCKBOX Yes
UP-FRONT RESERVES
TAX/INSURANCE Yes
TI/LC(1) $1,892,272
LEASE CONCESSION(2) $823,134
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
ADDITIONAL FINANCING(3)(4) None
WHOLE
MORTGAGE
LOAN
(FULLY
TRUST ASSET DISBURSED)
----------------- -------------
CUT-OFF DATE BALANCE $101,500,000 $117,700,000
CUT-OFF DATE BALANCE/SF $106 $123
CUT-OFF DATE LTV 69.0% 80.1%
MATURITY DATE LTV 69.0% 80.1%
UW DSCR ON NCF 1.82x 1.51x(5)
- --------------------------------------------------------------------------------
(1) The reserve balance is comprised primarily of tenant improvements related
to Pride International.
(2) The reserve will be used to pay out the number of months of free rent/rent
abatement periods for identified leases.
(3) B-Note provides for further advances upon satisfaction of certain
conditions of up to $16,200,000 for approved capital and leasing
expenditures. See "DESCRIPTION OF THE MORTGAGE POOL -- Co-Lender Loans --
General" and "-- San Felipe Plaza Loan" in the preliminary prospectus
supplement.
(4) Mezzanine debt is permitted up to a maximum amount of $23,450,000 subject
to certain conditions set forth in the related Mortgage Loan documents and
only after the B-Note loan is repaid.
(5) The debt service coverage assumes that the B-Note, which will accrue
interest at a floating rate, has (if fully advanced) balance of $16,200,000
at an interest rate of 6.86%, is interest-only and has the same term as the
Trust Asset.
(6) Pride International is completing tenant improvements and currently
occupies approximately 50% of its space.
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Houston, TX
PROPERTY TYPE Office -- Suburban
SIZE (SF) 959,466
OCCUPANCY AS OF AUGUST 1, 2005(6) 85.6%
YEAR BUILT / YEAR RENOVATED 1984/NA
APPRAISED VALUE $147,000,000
PROPERTY MANAGEMENT Thomas Properties Group, LP
UW ECONOMIC OCCUPANCY 84.3%
UW REVENUES $18,847,236
UW TOTAL EXPENSES $8,953,152
UW NET OPERATING INCOME (NOI) $9,894,084
UW NET CASH FLOW (NCF) $9,894,084
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
63
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
SAN FELIPE PLAZA
- --------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- -----------------------------------------------------------------------------------------------------------------------------------
% OF NET % OF
RATINGS(1) NET RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pride International(2) ...... Ba2/BB/BB- 110,966 11.6% $ 19.94 $ 2,213,016 14.2% Multiple Spaces(3)
Jardine Lloyd Thompson ...... NR/NR/NR 49,529 5.2 $ 2.77 (4) $ 137,136 0.9 Multiple Spaces(5)
J. Walter Thompson, USA ..... Baa2/BBB+/BBB 41,975 4.4 $ 21.00 $ 881,472 5.6 December 2006
Raymond James & Associates .. NR/NR/NR 36,297 3.8 $ 20.00 $ 725,940 4.6 February 2008
Hanover Company ............. NR/NR/NR 36,615 3.8 $ 20.51 $ 750,888 4.8 Multiple Spaces(6)
Non-major tenants ........... 545,886 56.9 $ 20.21 $10,923,708 69.9
Vacant ...................... 138,198 14.4 0
------- ----- ----------- -----
TOTAL ....................... 959,466 100.0% $15,632,160 100.0%
======= ===== =========== =====
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
(2) Pride International is completing tenant improvements and currently
occupies approximately 50% of its space.
(3) Under the terms of multiple leases, approximately 6,903 SF expire in
December 2005, approximately 103,196 SF expire in November 2015 and
approximately 867 SF expires in December 2025.
(4) Under the terms of multiple leases, the tenant has 6 months of rent
abatement on 42,672 SF ending on August 31, 2005. Thereafter, tenant shall
pay $20.00 PSF.
(5) Under the terms of multiple leases, approximately 6,857 SF expire in March
2007 and approximately 42,672 SF expires in February 2015.
(6) Under the terms of multiple leases, approximately 36,300 SF expire in June
2007 and approximately 315 SF expires in December 2025.
- -------------------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE
- -------------------------------------------------------------------------------------------------------------------------
CUMULATIVE
WA BASE CUMULATIVE % OF 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 9 $ 16.42 37,241 3.9% 3.9% 3.9% 3.9%
2006 20 $ 21.61 138,872 14.5% 18.4% 19.2% 23.1%
2007 21 $ 20.96 111,553 11.6% 30.0% 15.0% 38.1%
2008 20 $ 19.86 95,844 10.0% 40.0% 12.2% 50.2%
2009 15 $ 19.49 80,732 8.4% 48.4% 10.1% 60.3%
2010 10 $ 22.27 65,129 6.8% 55.2% 9.3% 69.6%
2011 4 $ 20.08 69,003 7.2% 62.6% 8.9% 78.5%
2012 3 $ 20.24 29,806 3.1% 65.7% 3.9% 82.3%
2013 0 $ 0.00 0 0.0% 65.7% 0.0% 82.3%
2014 1 $ 14.31 13,628 1.4% 67.2% 1.2% 83.6%
2015 7 $ 15.25 168,437 17.6% 84.8% 16.4% 100.0%
Thereafter 27 $ 0.00 11,023 1.1% 85.6% 0.0% 100.0%
Vacant 0 NA 142,468 14.4% 100.0% 0.0% 100.0%
- -------------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
64
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
SAN FELIPE PLAZA
- --------------------------------------------------------------------------------
o THE LOAN. The Mortgage Loan (the "San Felipe Plaza Loan") is secured by a
first deed of trust encumbering an office building located in Houston,
Texas. The San Felipe Plaza Loan represents approximately 3.1% of the
Cut-Off Date Pool Balance. The San Felipe Plaza Loan was originated on
August 4, 2005, and has a principal balance as of the Cut-Off Date of
$101,500,000. The San Felipe Plaza Loan provides for interest-only payments
for the entire term.
The San Felipe Plaza Loan has a remaining term of 58 months and matures on
August 11, 2010. The San Felipe Plaza Loan may be prepaid on or after May
11, 2010, and permits defeasance with United States government obligations
beginning two years after the closing date.
o THE BORROWER. The borrower is TPG-San Felipe Plaza, L.P., a special purpose
entity. Legal counsel to the borrower delivered a non-consolidation opinion
in connection with the origination of the San Felipe Plaza Loan. The
sponsor is TPG/CalSTRS, LLC. Thomas Properties Group, Inc. (Nasdaq: TPGI)
is a full-service real estate operating company that owns, acquires,
develops and manages office, retail and multi-family properties on a
nationwide basis. The California State Teachers' Retirement System is the
largest teachers' retirement fund in the United States and third-largest
public pension fund in the United States. CalSTRS has a total membership of
approximately 754,000 (June 2004).
o THE PROPERTY. The Mortgaged Property is an approximately 959,466 square
foot office building situated on approximately 5.3 acres. The Mortgaged
Property was constructed in 1984 and is located in Houston, Texas. As of
August 1, 2005, the occupancy rate for the Mortgaged Property securing the
San Felipe Plaza Loan was approximately 85.6%.
The largest tenant is Pride International, Inc. ("Pride"), occupying
approximately 110,966 square feet, or approximately 11.6% of the net
rentable area. Pride is one of the world's largest drilling contractors.
Pride provides contract drilling and related services to oil and gas
companies worldwide, operating both offshore and on land in more than 30
countries and marine provinces. As of October 1, 2005, Pride is rated "Ba2"
(Moody's), "BB" (S&P) and "BB-" (Fitch). Pride has multiple leases, with
approximately 6,903 square feet expiring in December 2005, approximately
103,196 square feet expiring in November 2015, and the remainder of the
space expiring in December 2025. The second largest tenant is Jardine Lloyd
Thompson ("JLT"), occupying approximately 49,529 square feet, or
approximately 5.2% of the net rentable area. JLT is a risk management
adviser and insurance and reinsurance broker. JLT is also a major provider
of employee benefit administration services and related consultancy advice.
JLT has multiple leases, with approximately 6,857 square feet expiring in
March 2007, and the remainder expiring in February 2015. The third largest
tenant is J. Walter Thompson, USA ("JWT"), occupying approximately 41,975
square feet, or approximately 4.4% of the net rentable area. JWT is an
established advertising agency, which promotes consumer brands across the
globe through more than 300 offices in almost 90 countries. As of October
1, 2005, JWT is rated "Baa2" (Moody's), "BBB+" (S&P) and "BBB" (Fitch). The
JWT lease expires in December 2006.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a mortgagee-designated lock box account.
o MANAGEMENT. Thomas Properties Group, L.P. ("Thomas Properties"), an
affiliate of the borrower, is the property manager for the Mortgaged
Property securing the San Felipe Plaza Loan. Since its founding in 1996,
Thomas Properties has developed, restructured or acquired properties with
approximately 7.4 million rentable square feet of space in the West Coast
and Mid-Atlantic regions of the United States. The management team at
Thomas Properties has more than 20 years of experience in developing and
managing commercial real estate in the Southwest United States.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
65
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
66
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE TEAMSTERS POOL
- --------------------------------------------------------------------------------
[EXTRA SPACE TEAMSTERS POOL PICTURES OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
67
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE TEAMSTERS POOL
- --------------------------------------------------------------------------------
[EXTRA SPACE TEAMSTERS POOL MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
68
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE TEAMSTERS POOL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $93,300,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.8%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Prudential Real Estate Investors
on behalf of the Western Conference
of Teamsters Pension Trust Fund
TYPE OF SECURITY Various
MORTGAGE RATE 4.755%
MATURITY DATE August 11, 2012
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 84
ORIGINAL TERM / AMORTIZATION 84 / IO
REMAINING TERM / AMORTIZATION 82 / IO
LOCKBOX None
SHADOW RATING (S&P/MOODY'S/FITCH)* BBB/Baa1/BBB-
UP-FRONT RESERVES
TAX Yes
ENGINEERING $2,409,434
ONGOING MONTHLY RESERVES
TAX Yes
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $93,300,000
CUT-OFF DATE BALANCE/SF $47
CUT-OFF DATE LTV 48.1%
MATURITY DATE LTV 48.1%
UW DSCR ON NCF 3.04x
- --------------------------------------------------------------------------------
* S&P, Moody's and Fitch have confirmed that the Extra Space Teamsters Pool
Loan has, in the context of its inclusion in the trust, credit
characteristics consistent with an investment grade obligation.
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 28
LOCATION Various
PROPERTY TYPE Self Storage
SIZE (SF) 1,969,198
OCCUPANCY AS OF APRIL 30, 2005 81.0%
YEAR BUILT / YEAR RENOVATED Various / NA
APPRAISED VALUE $193,810,000
PROPERTY MANAGEMENT Extra Space Management, Inc.
UW ECONOMIC OCCUPANCY 83.9%
UW REVENUES $22,757,969
UW TOTAL EXPENSES $8,806,082
UW NET OPERATING INCOME (NOI) $13,951,887
UW NET CASH FLOW (NCF) $13,472,092
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
69
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE TEAMSTERS POOL
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
EXTRA SPACE TEAMSTERS POOL
- -------------------------------------------------------------------------------------------------
ALLOCATED
ALLOCATED CUT-OFF
CUT-OFF YEAR DATE
DATE BUILT / SQUARE BALANCE PER
PROPERTY NAME BALANCE RENOVATED UNITS FOOTAGE SQUARE FOOT
- -------------------------------------------------------------------------------------------------
Extra Space Teamsters - River
Edge, NJ ...................... $10,140,833 1999 1,074 97,790 $104
Extra Space Teamsters - Los
Alamitos, CA .................. 7,116,886 1978 961 77,269 $ 92
Extra Space Teamsters -
Secaucus, NJ .................. 6,663,037 1982 1,133 105,750 $ 63
Extra Space Teamsters -
Reston, VA .................... 6,493,879 1995 826 93,655 $ 69
Extra Space Teamsters -
Burtonsville, MD .............. 5,839,413 1999 723 79,750 $ 73
Extra Space Teamsters -
Santee, CA .................... 5,139,117 1977 724 83,050 $ 62
Extra Space Teamsters - Santa
Rosa, CA ...................... 4,712,176 1986 990 96,345 $ 49
Extra Space Teamsters - North
Lauderdale, FL ................ 4,285,115 1986 815 80,336 $ 53
Extra Space Teamsters -
Farmington Hills, MI .......... 3,810,299 1987 526 80,175 $ 48
Extra Space Teamsters - Egg
Harbor Township, NJ ........... 3,572,870 2000 582 75,650 $ 47
Extra Space Teamsters -
Miramar, FL ................... 3,290,309 1979 1,791 115,017 $ 29
Extra Space Teamsters -
Dallas, TX .................... 3,102,316 1962 589 59,700 $ 52
Extra Space Teamsters - Fall
River, MA ..................... 3,081,771 1987 626 76,250 $ 40
Extra Space Teamsters -
Richmond, VA .................. 2,936,608 1996 592 69,500 $ 42
Extra Space Teamsters -
Fallbrook, CA ................. 2,560,630 1985 460 49,000 $ 52
Extra Space Teamsters -
Phoenix, AZ ................... 2,355,460 1985 703 60,750 $ 39
Extra Space Teamsters -
Salisbury, MA ................. 2,224,070 1988 471 58,600 $ 38
Extra Space Teamsters -
Memphis (Winchester
Road), TN ..................... 2,223,767 1997 464 71,095 $ 31
Extra Space Teamsters -
Scotts Valley, CA ............. 2,128,972 1988 328 31,606 $ 67
Extra Space Teamsters -
Waterford, MI ................. 1,682,016 1982 483 46,450 $ 36
Extra Space Teamsters -
Broomfield, CO ................ 1,665,745 1995 421 54,725 $ 30
Extra Space Teamsters -
Louisville, KY ................ 1,398,313 1996 435 57,486 $ 24
Extra Space Teamsters -
Saugerties, NY ................ 1,384,979 1992 698 62,006 $ 22
Extra Space Teamsters -
Memphis (Kirby Parkway),
TN ............................ 1,222,725 1998 489 57,075 $ 21
Extra Space Teamsters -
Acworth, GA ................... 1,161,842 1982 480 62,379 $ 19
Extra Space Teamsters -
Albuquerque, NM ............... 1,117,772 1990 369 31,650 $ 35
Extra Space Teamsters -
Pasadena, TX .................. 1,008,401 1995 586 50,314 $ 20
Extra Space Teamsters -
Columbus, OH .................. 980,679 1986 614 85,825 $ 11
----------- ----- -------
$93,300,000 18,953 1,969,198 $ 47
=========== ====== =========
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
UNDERWRITTEN APPRAISED
UW NET APPRAISED VALUE
PROPERTY NAME OCCUPANCY* OCCUPANCY CASH FLOW VALUE PER SF
- -------------------------------------------------------------------------------------------------
Extra Space Teamsters - River
Edge, NJ ...................... 83.2% 87.6% $ 1,091,275 $ 16,850,000 $172
Extra Space Teamsters - Los
Alamitos, CA .................. 89.5% 90.0% 1,128,334 15,130,000 $196
Extra Space Teamsters -
Secaucus, NJ .................. 87.6% 88.0% 915,062 13,610,000 $129
Extra Space Teamsters -
Reston, VA .................... 73.3% 90.0% 1,052,025 13,950,000 $149
Extra Space Teamsters -
Burtonsville, MD .............. 89.6% 90.0% 825,556 11,830,000 $148
Extra Space Teamsters -
Santee, CA .................... 90.1% 90.0% 782,454 10,150,000 $122
Extra Space Teamsters - Santa
Rosa, CA ...................... 81.4% 84.1% 631,704 9,800,000 $102
Extra Space Teamsters - North
Lauderdale, FL ................ 90.7% 90.0% 639,242 9,250,000 $115
Extra Space Teamsters -
Farmington Hills, MI .......... 89.4% 92.0% 517,591 8,380,000 $105
Extra Space Teamsters - Egg
Harbor Township, NJ ........... 83.4% 85.0% 601,598 7,590,000 $100
Extra Space Teamsters -
Miramar, FL ................... 60.5% 80.0% 762,205 7,500,000 $ 65
Extra Space Teamsters -
Dallas, TX .................... 82.7% 79.8% 419,723 6,430,000 $108
Extra Space Teamsters - Fall
River, MA ..................... 73.5% 83.9% 374,453 5,910,000 $ 78
Extra Space Teamsters -
Richmond, VA .................. 77.2% 85.0% 404,750 5,800,000 $ 83
Extra Space Teamsters -
Fallbrook, CA ................. 86.9% 80.3% 374,142 5,660,000 $116
Extra Space Teamsters -
Phoenix, AZ ................... 85.0% 79.5% 337,971 5,000,000 $ 82
Extra Space Teamsters -
Salisbury, MA ................. 90.8% 87.4% 320,243 4,900,000 $ 84
Extra Space Teamsters -
Memphis (Winchester
Road), TN ..................... 90.2% 82.5% 280,919 4,900,000 $ 69
Extra Space Teamsters -
Scotts Valley, CA ............. 85.4% 85.0% 296,034 4,330,000 $137
Extra Space Teamsters -
Waterford, MI ................. 68.3% 84.9% 215,461 3,200,000 $ 69
Extra Space Teamsters -
Broomfield, CO ................ 90.9% 87.5% 259,078 4,300,000 $ 79
Extra Space Teamsters -
Louisville, KY ................ 74.1% 75.7% 187,132 3,100,000 $ 54
Extra Space Teamsters -
Saugerties, NY ................ 57.9% 58.5% 151,684 2,760,000 $ 45
Extra Space Teamsters -
Memphis (Kirby Parkway),
TN ............................ 76.7% 77.3% 185,350 3,200,000 $ 56
Extra Space Teamsters -
Acworth, GA ................... 82.9% 80.1% 257,455 2,800,000 $ 45
Extra Space Teamsters -
Albuquerque, NM ............... 95.2% 94.4% 163,604 2,400,000 $ 76
Extra Space Teamsters -
Pasadena, TX .................. 76.4% 79.9% 146,790 2,450,000 $ 49
Extra Space Teamsters -
Columbus, OH .................. 69.2% 74.0% 150,259 2,630,000 $ 31
----------- ------------
81.0% 83.9% $13,472,092 $193,810,000 $ 98
=========== ============
- -------------------------------------------------------------------------------------------------
* Occupancy date as of April 30, 2005 for all properties.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
70
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE TEAMSTERS POOL
- --------------------------------------------------------------------------------
o THE LOAN. The Mortgage Loan (the "Extra Space Teamsters Pool Loan") is
secured by first mortgages or first deeds of trust encumbering fee or
leasehold interests in 28 self storage properties located in California
(5), New Jersey (3), Florida (2), Massachusetts (2), Michigan (2),
Tennessee (2), Texas (2), Virginia (2), Arizona (1), Colorado (1), Georgia
(1), Kentucky (1), Maryland (1), New Mexico (1), New York (1), and Ohio
(1). The Extra Space Teamsters Pool Loan represents approximately 2.8% of
the Cut-Off Date Pool Balance. The Extra Space Teamsters Pool Loan was
originated on July 14, 2005, and has a principal balance as of the Cut-Off
Date of $93,300,000. The Extra Space Teamsters Pool Loan provides for
interest-only payments for the entire loan term.
The Extra Space Teamsters Pool Loan has a remaining term of 82 months and
matures on August 11, 2012. The Extra Space Teamsters Pool Loan may be
prepaid with the payment of a yield maintenance charge after October 11,
2007, or, at the borrowers' election, permits defeasance with United States
government obligations beginning two years after the Closing Date. The loan
may be prepaid on or after May 11, 2012, without the payment of a yield
maintenance charge.
o THE BORROWERS. The borrowers are ESS WCOT Owner LLC and ESS WCOT TX LP,
each a special purpose entity. Legal counsel to each of the borrowers
delivered a non-consolidation opinion in connection with the origination of
the Extra Space Teamsters Pool Loan. The sponsors of the borrowers are the
Prudential Insurance Company of America ("Prudential") and Extra Space Self
Storage Inc. ("Extra Space"). Prudential is investing on behalf of the
Western Conference of Teamsters Pension Trust Fund. Extra Space, the second
largest operator of self storage facilities in the United States, is a
publicly traded self storage REIT with a geographically diverse portfolio
of approximately 630 properties in 34 states and the District of Columbia.
o THE PROPERTIES. The Mortgaged Properties consist of 28 self storage
facilities containing, in the aggregate, approximately 1,969,198 square
feet. As of April 30, 2005, the occupancy rate for the Mortgaged Properties
securing the Extra Space Teamsters Pool Loan was approximately 81.0%.
o LOCKBOX ACCOUNT. The loan documents do not require a lockbox account.
o MANAGEMENT. Extra Space Management, Inc., an affiliate of the sponsor, is
the property manager for the Mortgaged Properties securing the Extra Space
Teamsters Pool Loan.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
71
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
72
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
180 MADISON AVENUE
- --------------------------------------------------------------------------------
[180 MADISON AVENUE PICTURES OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
73
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
180 MADISON AVENUE
- --------------------------------------------------------------------------------
[180 MADISON AVENUE MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
74
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
180 MADISON AVENUE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $75,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.3%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Ralph Sitt
TYPE OF SECURITY Fee
MORTGAGE RATE 5.480%
MATURITY DATE September 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 36
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 119 / 360
LOCKBOX Yes
UP-FRONT RESERVES
TAX/INSURANCE Yes
ENGINEERING $76,875
TI/LC $1,267,500
OCCUPANCY CERTIFICATE RESERVE $30,000
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $4,208
TI/LC* $26,302
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $75,000,000
CUT-OFF DATE BALANCE/SF $297
CUT-OFF DATE LTV 79.8%
MATURITY DATE LTV 71.3%
UW DSCR ON NCF 1.20x
- --------------------------------------------------------------------------------
* Capped at $1,500,000.
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION New York, NY
PROPERTY TYPE Office -- CBD
SIZE (SF) 252,503
OCCUPANCY AS OF JUNE 1, 2005 95.0%
YEAR BUILT / YEAR RENOVATED 1927 / 1999
APPRAISED VALUE $94,000,000
PROPERTY MANAGEMENT SITT Asset Management LLC
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $9,997,420
UW TOTAL EXPENSES $3,670,008
UW NET OPERATING INCOME (NOI) $6,327,412
UW NET CASH FLOW (NCF) $6,116,489
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
75
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
180 MADISON AVENUE
- --------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------------
Vandale Industries, Inc. ....... NR/NR/NR 22,871 9.1% $ 28.99 $ 663,113 7.6% December 2015
International Intimates, Inc. .. NR/NR/NR 22,529 8.9 $ 35.24 793,811 9.1 March 2015
The Natori Company, Inc. ....... NR/NR/NR 21,759 8.6 $ 22.33 485,900 5.6 September 2015
Age Group, Ltd. ................ NR/NR/NR 19,480 7.7 $ 29.88 582,091 6.7 December 2014
Kellwood Company ............... NR/NR/NR 17,621 7.0 $ 35.79 630,683 7.3 Multiple Spaces*
Non-major tenants .............. 135,558 53.7 $ 40.84 5,536,328 63.7
Vacant ......................... 12,685 5.0 0 0.0
------- ----- ---------- -----
TOTAL .......................... 252,503 100.0% $8,691,926 100.0%
======= ===== ========== =====
- -----------------------------------------------------------------------------------------------------------------------------------
* Under the terms of multiple leases approximately 11,434 SF expire in February
2007 and approximately 6,187 SF expire in March 2008.
- ----------------------------------------------------------------------------------------------------------------------
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 8 $ 33.69 16,120 6.4% 6.4% 6.2% 6.2%
2006 11 $ 43.69 15,518 6.1% 12.5% 7.8% 14.0%
2007 11 $ 38.14 26,701 10.6% 23.1% 11.7% 25.8%
2008 5 $ 36.86 27,168 10.8% 33.9% 11.5% 37.3%
2009 7 $ 38.10 15,058 6.0% 39.8% 6.6% 43.9%
2010 1 $ 40.43 4,444 1.8% 41.6% 2.1% 46.0%
2011 1 $ 41.94 9,893 3.9% 45.5% 4.8% 50.7%
2012 0 $ 0.00 0 0.0% 45.5% 0.0% 50.7%
2013 1 $ 85.16 2,635 1.0% 46.5% 2.6% 53.3%
2014 3 $ 33.51 21,802 8.6% 55.2% 8.4% 61.7%
2015 14 $ 31.74 98,241 38.9% 94.1% 35.9% 97.6%
Thereafter 1 $ 93.51 2,238 0.9% 95.0% 2.4% 100.0%
Vacant 0 NA 12,685 5.0% 100.0% 0.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
76
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
180 MADISON AVENUE
- --------------------------------------------------------------------------------
o THE LOAN. The Mortgage Loan (the "180 Madison Avenue Loan") is secured by a
first mortgage encumbering an office building located in New York, New
York. The 180 Madison Avenue Loan represents approximately 2.3% of the
Cut-Off Date Pool Balance. The 180 Madison Avenue Loan was originated on
August 30, 2005, and has a principal balance as of the Cut-Off Date of
$75,000,000. The 180 Madison Avenue Loan provides for interest-only
payments for the first 36 months of its term, and thereafter, fixed
payments of principal and interest.
The 180 Madison Avenue Loan has a remaining term of 119 months and matures
on September 11, 2015. The 180 Madison Avenue 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.
o THE BORROWER. The borrower is 180 Madison Owners LLC, a special purpose
entity. Legal counsel to the borrower delivered a non-consolidation opinion
in connection with the origination of the 180 Madison Avenue Loan. The
sponsors are Ralph Sitt and members of the Sitt Family, which owns and
manages approximately 1.5 million square feet of commercial space
throughout the United States. The Sitt Family owns a number of other
buildings in the Garment District of New York City.
o THE PROPERTY. The Mortgaged Property is an approximately 252,503 square
foot office building situated on approximately 0.3 acres. The Mortgaged
Property was constructed in 1927 and renovated in 1999. The Mortgaged
Property is located in New York, New York. As of June 1, 2005, the
occupancy rate for the Mortgaged Property securing the 180 Madison Avenue
Loan was approximately 95.0%.
The largest tenant is Vandale Industries, Inc. ("Vandale"), occupying
approximately 22,871 square feet, or approximately 9.1% of the net rentable
area. Vandale is a manufacturer of ladies and juniors fashion underwear and
lingerie. The Vandale lease expires in December 2015. The second largest
tenant is International Intimates, Inc. ("International Intimates"),
occupying approximately 22,529 square feet, or approximately 8.9% of the
net rentable area. International Intimates imports and manufactures
undergarments and intimate apparel for women. The International Intimates
lease expires in March 2015. The third largest tenant is The Natori
Company, Inc. ("Natori"), occupying approximately 21,759 square feet, or
approximately 8.6% of the net rentable area. Founded in 1977, Natori
manufactures a collection of lingerie, daywear and eveningwear for women.
The Natori lease expires in September 2015.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a mortgagee-designated lockbox account.
o MANAGEMENT. SITT Asset Management LLC, an affiliate of the sponsors, is the
property manager for the Mortgaged Property securing the 180 Madison Avenue
Loan.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
77
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
78
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
2500 CITY WEST
- --------------------------------------------------------------------------------
[2500 CITY WEST PICTURE OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
79
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
2500 CITY WEST
- --------------------------------------------------------------------------------
[2500 CITY WEST MAP OMITTED]
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
80
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
2500 CITY WEST
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Nomura
CUT-OFF DATE BALANCE $70,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.1%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR TPG/CalSTRS, LLC
TYPE OF SECURITY Fee
MORTGAGE RATE 5.280%
MATURITY DATE August 11, 2010
AMORTIZATION TYPE Interest Only
ORIGINAL TERM / AMORTIZATION 60 / IO
REMAINING TERM / AMORTIZATION 58 / IO
LOCKBOX Yes
UP-FRONT RESERVES
TAX/INSURANCE Yes
ENGINEERING $125,000
TI/LC(1) $773,965
LEASE CONCESSION $80,430
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
ADDITIONAL FINANCING(2)(3) None
WHOLE
MORTGAGE
LOAN
(FULLY
TRUST ASSET DISBURSED)
----------- -----------
CUT-OFF DATE BALANCE $70,000,000 $85,500,000
CUT-OFF DATE BALANCE/SF $122 $149
CUT-OFF DATE LTV 72.9% 89.1%
MATURITY DATE LTV 72.9% 89.1%
UW DSCR ON NCF 1.64x 1.27x(4)
- --------------------------------------------------------------------------------
(1) The reserve balance is comprised primarily of tenant improvements related
to Alaniz and Schraeder, who will occupy 14,812 SF in November 2005.
(2) B-Note provides for future advances upon satisfaction of certain conditions
of up to $15,500,000 for approved capital and leasing expenditures. See
"DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans--General" and "--2500
City West Loan" in the preliminary prospectus supplement.
(3) Mezzanine debt is permitted up to a maximum amount of $11,600,000, subject
to certain conditions set forth in the related Mortgage Loan documents and
only after the B-Note loan is repaid.
(4) The debt service coverage assumes that the B-Note, which will accrue
interest at a floating rate, has (if fully advanced) a balance of
$15,500,000 with an interest rate of 6.86%, is interest-only and has the
same term as the Trust Asset.
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Houston, TX
PROPERTY TYPE Office -- Suburban
SIZE (SF) 574,216
OCCUPANCY AS OF AUGUST 1, 2005 91.7%
YEAR BUILT / YEAR RENOVATED 1982/NA
APPRAISED VALUE $96,000,000
PROPERTY MANAGEMENT Thomas Properties Group, LP
UW ECONOMIC OCCUPANCY 89.0%
UW REVENUES $11,836,015
UW TOTAL EXPENSES $5,695,729
UW NET OPERATING INCOME (NOI) $6,140,286
UW NET CASH FLOW (NCF) $6,140,286
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
81
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
2500 CITY WEST
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ----------------------------------------------------------------------------------------------------------------------------------
% OF NET % OF
RATINGS* NET RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ----------------------------------------------------------------------------------------------------------------------------------
Aspen Technologies .............. B2/B/NR 113,305 19.7% $ 18.08 $ 2,048,856 18.3% July 2016
Horizon Offshore ................ NR/NR/NR 88,986 15.5 $ 24.41 2,171,844 19.4 November 2008
Sempra Energy ................... Baa1/BBB+/A 45,778 8.0 $ 24.25 1,110,120 9.9 January 2007
Simulation Sciences ............. NR/NR/NR 45,058 7.8 $ 24.00 1,081,392 9.7 March 2006
Integrated Trade System ......... NR/NR/NR 37,111 6.5 $ 24.00 890,664 8.0 December 2007
Non-major tenants ............... 196,137 34.2 $ 19.83 3,889,968 34.8
Vacant .......................... 47,841 8.3 0 0.0
------- ----- ------- ----------- -----
TOTAL ........................... 574,216 100.0% $11,192,844 100.0%
======= ===== =========== =====
- ----------------------------------------------------------------------------------------------------------------------------------
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
- --------------------------------------------------------------------------------------------------
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 3 $ 20.77 24,139 4.2% 4.2% 4.5% 4.5%
2006 4 $ 22.85 90,037 15.7% 19.9% 18.4% 22.9%
2007 11 $ 23.45 125,299 21.8% 41.7% 26.2% 49.1%
2008 7 $ 24.02 99,424 17.3% 59.0% 21.3% 70.4%
2009 9 $ 17.87 45,963 8.0% 67.0% 7.3% 77.8%
2010 5 $ 20.10 10,906 1.9% 68.9% 2.0% 79.7%
2011 0 $ 0.00 0 0.0% 68.9% 0.0% 79.7%
2012 0 $ 0.00 0 0.0% 68.9% 0.0% 79.7%
2013 1 $ 18.00 22,888 4.0% 72.9% 3.7% 83.4%
2014 0 $ 0.00 0 0.0% 72.9% 0.0% 83.4%
2015 0 $ 0.00 0 0.0% 72.9% 0.0% 83.4%
Thereafter 7 $ 17.43 106,555 18.6% 91.5% 16.6% 100.0%
Vacant 0 NA 49,005 8.5% 100.0% 0.0% 100.0%
- --------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
82
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
2500 CITY WEST
- --------------------------------------------------------------------------------
o THE LOAN. The Mortgage Loan (the "2500 City West Loan") is secured by a
first deed of trust encumbering an office building located in Houston,
Texas. The 2500 City West Loan represents approximately 2.1% of the Cut-Off
Date Pool Balance. The 2500 City West Loan was originated on August 4,
2005, and has a principal balance as of the Cut-Off Date of $70,000,000.
The 2500 City West Loan provides for interest-only payments for the entire
term.
The 2500 City West Loan has a remaining term of 58 months and matures on
August 11, 2010. The 2500 City West Loan may be prepaid on or after May 11,
2010, and permits defeasance with United States government obligations
beginning two years after the closing date.
o THE BORROWER. The borrower is TPG-2500 Citywest, L.P., a special purpose
entity. Legal counsel to the borrower delivered a non-consolidation opinion
in connection with the origination of the 2500 City West Loan. The sponsor
is TPG/CalSTRS, LLC., an affiliate of Thomas Properties Group, Inc.
(Nasdaq: TPGI), a full-service real estate operating company that owns,
acquires, develops and manages office, retail and multi-family properties
on a nationwide basis. The California State Teachers' Retirement System is
the largest teachers' retirement fund in the United States and
third-largest public pension fund in the United States. As of June 2004,
CalSTRS has a total membership of approximately 754,000.
o THE PROPERTY. The Mortgaged Property is an approximately 574,216 square
foot office building situated on approximately 6.3 acres. The Mortgaged
Property was constructed in 1982. The Mortgaged Property is located in
Houston, Texas. As of August 1, 2005, the occupancy rate for the Mortgaged
Property securing the 2500 City West Loan was approximately 91.7%. The
largest tenant is Aspen Technology, Inc. ("Aspen"), occupying approximately
113,305 square feet, or approximately 19.7% of the net rentable area. Aspen
provides packing and assembly services to companies and military suppliers
and biomedical users, among others. Aspen was founded in 1981, and is now
an international organization, with nearly half of Aspen's $326 million in
revenues being generated outside the United States in 2004. The Aspen lease
expires in July 2016. As of September 26, 2005, Aspen is rated "B2"
(Moody's) and "B" (S&P). The second largest tenant is Horizon Offshore,
Inc. ("Horizon Offshore"), occupying approximately 88,986 square feet, or
approximately 15.5% of the net rentable area. Horizon Offshore is a company
that provides offshore marine construction services to oil and gas
companies on a contract basis. The Horizon Offshore lease expires in
November 2008. The third largest tenant is Sempra Energy ("Sempra"),
occupying approximately 45,778 square feet, or approximately 8.0% of the
net rentable area. Sempra distributes natural gas to over 6.2 million
customers and electricity to 1.3 million customers through its Southern
California Gas (SoCal Gas) and San Diego Gas & Electric (SDG&E) utilities.
The Sempra lease expires in January 2007. As of September 27, 2005, Sempra
was rated "Baa1" (Moody's), "BBB+" (S&P) and "A" (Fitch).
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a mortgagee-designated lock box account.
o MANAGEMENT. Thomas Properties Group, LP ("Thomas Properties"), an affiliate
of the borrower, is the property manager for the Mortgaged Property
securing the San Felipe Loan. Since its founding in 1996, Thomas Properties
has developed, restructured or acquired properties with approximately 7.4
million rentable square feet of space in the West Coast and Mid-Atlantic
regions of the United States. The management team at Thomas Properties has
more than 20 years of experience in developing and managing commercial real
estate in the Southwest United States.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
83
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
BRYAN TOWER
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $69,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.1%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Tower Securities, LLC, Pengo Industries, Inc.
and Partridge Investments, LLC
TYPE OF SECURITY Fee and Leasehold
MORTGAGE RATE 5.110%
MATURITY DATE October 11, 2010
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD None
ORIGINAL TERM / AMORTIZATION 60 / 360
REMAINING TERM / AMORTIZATION 60 / 360
LOCKBOX None
UP-FRONT RESERVES
TAX Yes
TI/LC $50,000
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes/Springing
REPLACEMENT $9,352
TI/LC (1) $50,000
ADDITIONAL FINANCING(2) B-note $4,840,000
WHOLE
MORTGAGE
TRUST ASSET LOAN
------------- -------------
CUT-OFF DATE BALANCE $69,000,000 $73,840,000
CUT-OFF DATE BALANCE/SF $61 $66
CUT-OFF DATE LTV 74.8% 80.0%
MATURITY DATE LTV 69.1% 73.9%
UW DSCR ON NCF 1.47x 1.38x
- --------------------------------------------------------------------------------
(1) $600,000 escrowed annually in years 1 through 3, $1,000,000 in year 4 and
$1,200,000 in year 5 for the Baylor Health System. The reserve may
potentially be expanded by (i) a 100% cash flow sweep in the event Baylor
Heath System gives notice to terminate its lease or (ii) $100,000 for 6
months in the event Trammell Crow Residential provides notice to terminate
its lease.
(2) Future unsecured debt is permitted.
[BRYAN TOWER PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Dallas, TX
PROPERTY TYPE Office -- CBD
SIZE (SF) 1,122,280
OCCUPANCY AS OF AUGUST 31, 2005 69.1%
YEAR BUILT / YEAR RENOVATED 1973 / 1999
APPRAISED VALUE $92,300,000
PROPERTY MANAGEMENT Spire Realty Group LP
UW ECONOMIC OCCUPANCY 69.6%
UW REVENUES $15,990,676
UW TOTAL EXPENSES $7,932,057
UW NET OPERATING INCOME (NOI) $8,058,618
UW NET CASH FLOW (NCF) $6,629,701
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
84
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
BRYAN TOWER
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ---------------------------------------------------------------------------------------------------------------------------
NET % OF DATE OF
RATINGS* RENTABLE % OF NET ACTUAL ACTUAL LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) RENTABLE AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ---------------------------------------------------------------------------------------------------------------------------
Baylor ................ NR/NR/NR 187,998 16.8% $ 15.36 $ 2,887,649 25.1% August 2010
Chase Bank ............ Aa3/A+/A+ 91,558 8.2 $ 14.00 1,281,812 11.1 October 2010
Chubb Insurance ....... A2/A/A+ 80,833 7.2 $ 16.25 1,313,536 11.4 October 2016
24 Hour Fitness ....... NR/B/NR 39,800 3.5 $ 10.36 412,328 3.6 September 2019
Trammell Crow ......... NR/NR/NR 35,010 3.1 $ 15.25 533,903 4.6 December 2011
Non-major tenants ..... 340,233 30.3 $ 14.98 5,096,021 44.2
Vacant ................ 346,848 30.9 0 0.0
--------- ----- ----------- -----
TOTAL ................. 1,122,280 100.0% $11,525,249 100.0%
========= ===== =========== =====
- ---------------------------------------------------------------------------------------------------------------------------
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
- ---------------------------------------------------------------------------------------------------------------------------
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 15 $ 15.01 59,260 5.3% 5.3% 7.7% 7.7%
2006 19 $ 14.87 42,184 3.8% 9.0% 5.4% 13.2%
2007 13 $ 15.63 39,582 3.5% 12.6% 5.4% 18.5%
2008 5 $ 13.68 34,090 3.0% 15.6% 4.0% 22.6%
2009 2 $ 15.44 26,650 2.4% 18.0% 3.6% 26.1%
2010 15 $ 14.98 324,377 28.9% 46.9% 42.2% 68.3%
2011 2 $ 15.58 62,555 5.6% 52.5% 8.5% 76.8%
2012 4 $ 15.52 30,792 2.7% 55.2% 4.1% 80.9%
2013 0 $ 0.00 0 0.0% 55.2% 0.0% 80.9%
2014 5 $ 13.47 34,018 3.0% 58.2% 4.0% 84.9%
2015 2 $ 12.68 1,291 0.1% 58.3% 0.1% 85.0%
Thereafter 2 $ 14.31 120,633 10.7% 69.1% 15.0% 100.0%
Vacant 0 NA 346,848 30.9% 100.0% 0.0% 100.0%
- ---------------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
85
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
6116 EXECUTIVE BOULEVARD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $65,188,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.0%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Capital Property Associates
Limited Partnership
TYPE OF SECURITY Fee
MORTGAGE RATE 5.320%
MATURITY DATE September 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 12
ORIGINAL TERM / AMORTIZATION 120 / 300
REMAINING TERM / AMORTIZATION 119 / 300
LOCKBOX Yes
UP-FRONT RESERVES
TAX/INSURANCE Yes
ENGINEERING $5,250
TI/LC $1,000,000
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $2,588
TI/LC* $18,750
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $65,188,000
CUT-OFF DATE BALANCE/SF $315
CUT-OFF DATE LTV 79.7%
MATURITY DATE LTV 62.7%
UW DSCR ON NCF 1.20x
- --------------------------------------------------------------------------------
* The TI/LC escrow is capped at an aggregate amount of $2,125,000.
[6116 EXECUTIVE BOULEVARD PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Rockville, MD
PROPERTY TYPE Office -- Suburban
SIZE (SF) 207,055
OCCUPANCY AS OF AUGUST 1, 2005 97.1%
YEAR BUILT / YEAR RENOVATED 1989 / NA
APPRAISED VALUE $81,800,000
PROPERTY MANAGEMENT CB Richard Ellis, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $7,956,406
UW TOTAL EXPENSES $2,076,626
UW NET OPERATING INCOME (NOI) $5,879,781
UW NET CASH FLOW (NCF) $5,663,974
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
86
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
6116 EXECUTIVE BOULEVARD
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
NET % OF NET % OF DATE OF
RATINGS(1) RENTABLE RENTABLE ACTUAL ACTUAL ACTUAL LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF RENT RENT EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
National Institutes of Health ... Aaa/AAA/AAA 178,979 86.4% $ 39.15 $7,007,625 91.8% Multiple Spaces(2)
Funds Management ................ NR/NR/NR 6,337 3.1 $ 25.67 162,671 2.1 May 2008
Buchbinder, Tunick & Company .... NR/NR/NR 5,679 2.7 $ 24.70 140,271 1.8 September 2007
Wells Fargo ..................... Aa1/AA-/AA 5,436 2.6 $ 33.77 183,574 2.4 December 2005
Cardiology Consultants .......... NR/NR/NR 2,662 1.3 $ 27.15 72,273 0.9 December 2007
Non-major tenants ............... 2,000 1.0 $ 35.20 70,400 0.9
Vacant .......................... 5,962 2.9 0 0.0
------- ----- ---------- -----
TOTAL ........................... 207,055 100.0% $7,636,814 100.0%
======= ===== ========== =====
- ------------------------------------------------------------------------------------------------------------------------------------
(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 13,478 SF expire in
November 2007, approximately 98,007 SF expire in June 2009, approximately
21,668 SF expire in October 2009, approximately 20,340 SF expire in June
2010, approximately 8,612 SF expire in November 2011 and approximately
16,874 SF expire in May 2012.
- ----------------------------------------------------------------------------------------------------------------------
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 1 $ 33.77 5,436 2.6% 2.6% 2.4% 2.4%
2006 0 $ 0.00 0 0.0% 2.6% 0.0% 2.4%
2007 4 $ 32.86 21,819 10.5% 13.2% 9.4% 11.8%
2008 2 $ 25.67 6,337 3.1% 16.2% 2.1% 13.9%
2009 16 $ 38.69 121,675 58.8% 75.0% 61.6% 75.6%
2010 1 $ 41.60 20,340 9.8% 84.8% 11.1% 86.6%
2011 1 $ 40.51 8,612 4.2% 89.0% 4.6% 91.2%
2012 6 $ 39.77 16,874 8.1% 97.1% 8.8% 100.0%
2013 0 $ 0.00 0 0.0% 97.1% 0.0% 100.0%
2014 0 $ 0.00 0 0.0% 97.1% 0.0% 100.0%
2015 0 $ 0.00 0 0.0% 97.1% 0.0% 100.0%
Thereafter 0 $ 0.00 0 0.0% 97.1% 0.0% 100.0%
Vacant 0 NA 5,962 2.9% 100.0% 0.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
87
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
FATH PORTFOLIO
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Nomura
CUT-OFF DATE BALANCE $63,516,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.9%
NUMBER OF MORTGAGE LOANS(1) 7
LOAN PURPOSE Refinance
SPONSOR Harry J. Fath
TYPE OF SECURITY Fee
MORTGAGE RATE 5.200%
MATURITY DATE October 11, 2012
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 24
ORIGINAL TERM / AMORTIZATION 84 / 360
REMAINING TERM / AMORTIZATION 84 / 360
LOCKBOX Yes
UP-FRONT RESERVES
TAX/INSURANCE Yes
ENGINEERING $66,250(2)
SURVEY $25,000(3)
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $40,749
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $63,516,000
CUT-OFF DATE BALANCE/UNIT $32,673
CUT-OFF DATE LTV 77.6%
MATURITY DATE LTV 71.7%
UW DSCR ON NCF 1.28x
- --------------------------------------------------------------------------------
(1) Borrower may release individual loans from cross-collateralization and
cross-default provisions upon the satisfaction of certain conditions
contained in the related Mortgage Loan documents.
(2) Only 4 of the 7 Mortgaged Properties have upfront engineering escrows.
(3) The reserve is held in connection with the to FATH -- Princeton Court
Mortgaged Property.
[FATH PORTFOLIO PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 7
LOCATION Various
PROPERTY TYPE Multifamily -- Conventional
SIZE (UNITS) 1,944
OCCUPANCY AS OF VARIOUS 83.2%
YEAR BUILT / YEAR RENOVATED Various/Various
APPRAISED VALUE $81,900,000
PROPERTY MANAGEMENT Fath Management Company
UW ECONOMIC OCCUPANCY 76.8%
UW REVENUES $10,861,389
UW TOTAL EXPENSES $5,019,662
UW NET OPERATING INCOME (NOI) $5,841,727
UW NET CASH FLOW (NCF) $5,355,977
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
88
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
FATH PORTFOLIO
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
FATH PORTFOLIO
- ---------------------------------------------------------------------------------------------
APPROXIMATE APPROXIMATE ACTUAL
UNIT MIX NO. OF UNITS UNIT SIZE (SF) NRA (SF) % OF NRA RENT
- ---------------------------------------------------------------------------------------------
Studio ......... 25 499 12,475 0.8% $486
1 BR ........... 1,068 656 700,608 44.7 $505
2 BR ........... 731 947 692,257 44.1 $652
3 BR ........... 120 1,362 163,440 10.4 $894
----- --------- -----
TOTAL ........... 1,944 807 1,568,780 100.0% $584
- ---------------------------------------------------------------------------------------------
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
89
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
CROSSINGS AT CORONA -- PHASE III
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Nomura
CUT-OFF DATE BALANCE $62,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.9%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR David Murdock, David Murdock as Trustee
of the David H. Murdock Living Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.020%
MATURITY DATE July 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 35
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 117 / 360
LOCKBOX Yes
UP-FRONT RESERVES
LETTER OF CREDIT(1) $13,000,000
RENT CONCESSION(2) $403,707
TRANSFER $500
ADDITIONAL FINANCING(3) None
CUT-OFF DATE BALANCE $62,000,000
CUT-OFF DATE BALANCE/SF $276
CUT-OFF DATE LTV 80.0%
MATURITY DATE LTV 70.7%
UW DSCR ON NCF(4) 1.29x
- --------------------------------------------------------------------------------
(1) The letter of credit can be substituted for a smaller letter of credit once
every 3 months as additional space at the Mortgaged Property is leased.
(2) The reserve will be used to pay out the number of months of free rent/rent
abatement periods for identified leases.
(3) Future mezzanine financing is permitted subject to (i) LTV of no more than
80%, (ii) DSCR of 1.20x, and (iii) the borrower must execute an
intercreditor and standstill agreement.
(4) The debt service coverage ratio was calculated by taking into account
various assumptions regarding the financial performance of the related
Mortgaged Property on a "stablized" basis that are consistent with the
respective performance-related criteria required to obtain the release of
certain escrows pursuant to the related Mortgage Loan documents.
[CROSSINGS AT CORONA -- PHASE III PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Corona, CA
PROPERTY TYPE Retail -- Anchored
SIZE (SF) 224,509
OCCUPANCY AS OF JULY 31, 2005 81.4%
YEAR BUILT / YEAR RENOVATED 2004/NA
APPRAISED VALUE $77,500,000
PROPERTY MANAGEMENT Castle & Cooke Corona, Inc.
UW ECONOMIC OCCUPANCY 94.8%
UW REVENUES $6,619,747
UW TOTAL EXPENSES $1,357,143
UW NET OPERATING INCOME (NOI) $5,262,604
UW NET CASH FLOW (NCF) $5,150,702
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
90
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
CROSSINGS AT CORONA -- PHASE III
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
Edwards Theatres, Inc. ................ NR/NR/NR 80,585 35.9% $ 19.00 $1,531,115 35.6% November 2019
Barnes & Noble Booksellers, Inc. ...... Ba2/NR/NR 25,023 11.1 $ 15.17 379,599 8.8 January 2015
Pier 1 Imports (U.S.), Inc. ........... Ba2/BB/NR 10,800 4.8 $ 21.00 226,800 5.3 April 2015
BJ's Restaurant, Inc. ................. NR/NR/NR 8,500 3.8 $ 24.71 210,000 4.9 April 2020
University Restaurant Group, Inc. dba
King's Seafood Company .............. NR/NR/NR 8,000 3.6 $ 26.25 210,000 4.9 January 2021
Non-major tenants ..................... 49,835 22.2 $ 35.07 1,747,839 40.6
Vacant ................................ 41,766 18.6 0 0.0
------- ----- ---------- -----
TOTAL ................................. 224,509 100.0% $4,305,353 100.0%
======= ===== ========== =====
- ------------------------------------------------------------------------------------------------------------------------------------
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
- ------------------------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE
WA BASE CUMULATIVE % OF
# OF LEASES RENT/SF TOTAL SF % OF TOTAL % OF % OF ACTUAL ACTUAL RENT
YEAR (1) ROLLING ROLLING ROLLING SF ROLLING(2) SF ROLLING(2) RENT ROLLING(2) ROLLING(2)
- ------------------------------------------------------------------------------------------------------------------------------
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 4 $ 39.45 8,330 3.7% 3.7% 7.6% 7.6%
2011 4 $ 41.13 5,876 2.6% 6.3% 5.6% 13.3%
2012 0 $ 0.00 0 0.0% 6.3% 0.0% 13.3%
2013 0 $ 0.00 0 0.0% 6.3% 0.0% 13.3%
2014 0 $ 0.00 0 0.0% 6.3% 0.0% 13.3%
2015 6 $ 20.48 43,138 19.2% 25.5% 20.5% 33.8%
Thereafter 11 $ 22.73 125,399 55.9% 81.4% 66.2% 100.0%
Vacant 0 NA 41,766 18.6% 100.0% 0.0% 100.0%
- ------------------------------------------------------------------------------------------------------------------------------
(1) Assumed estimated lease start dates for some tenants.
(2) Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
91
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
HILTON GARDEN INN -- WASHINGTON, DC
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $61,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.9%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR RLJ Capital Partners LLC
TYPE OF SECURITY Fee
MORTGAGE RATE 5.450%
MATURITY DATE October 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 60
ORIGINAL TERM / AMORTIZATION 120 / 300
REMAINING TERM / AMORTIZATION 120 / 300
LOCKBOX Springing
UP-FRONT RESERVES
TAX Yes
ONGOING MONTHLY RESERVES
TAX Yes
FF&E 4% of prior month's gross revenue
ADDITIONAL FINANCING* None
CUT-OFF DATE BALANCE $61,000,000
CUT-OFF DATE BALANCE/ROOM $203,333
CUT-OFF DATE LTV 69.9%
MATURITY DATE LTV 62.6%
UW DSCR ON NCF 1.35x
- --------------------------------------------------------------------------------
* Future mezzanine debt is permitted.
[HILTON GARDEN INN -- WASHINGTON, DC PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Washington, DC
PROPERTY TYPE Hospitality -- Full Service
SIZE (ROOMS) 300
OCCUPANCY AS OF JULY 31, 2005 (TTM) 84.6%
YEAR BUILT / YEAR RENOVATED 2000 / NA
APPRAISED VALUE $87,300,000
PROPERTY MANAGEMENT Urgo Hotels, L.P.
UW ECONOMIC OCCUPANCY 83.5%
UW REVENUES $16,231,155
UW TOTAL EXPENSES $9,532,801
UW NET OPERATING INCOME (NOI) $6,698,354
UW NET CASH FLOW (NCF) $6,049,108
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
92
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
HILTON GARDEN INN -- WASHINGTON, DC
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HILTON GARDEN INN -- WASHINGTON, DC
- --------------------------------------------------------------------------------
GUESTROOM MIX NO. OF ROOMS
- --------------------------------------------------------------------------------
King ......................................................... 185
Double Double ................................................ 95
Suites ....................................................... 20
-----
TOTAL ...................................................... 300
MEETING/BANQUET ROOMS SQUARE FEET
- -------------------------------------------------------------------------------
Georgetown Room .............................................. 1,207
Capital Hill Room ............................................ 483
Cleveland Park Room .......................................... 541
-----
TOTAL ...................................................... 2,231
FOOD AND BEVERAGE SEATING
- -------------------------------------------------------------------------------
Great American Grille ........................................ 127
Pavillion Lounge ............................................. 30
-----
TOTAL ...................................................... 157
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINANCIAL SCHEDULE
- --------------------------------------------------------------------------------
Year .......................................................... 2004 - 2005
Latest Period ................................................. T12-7/31/2005
Occupancy ..................................................... 84.6%
ADR ........................................................... $149.36
REVPAR ........................................................ $126.30
UW Occupancy .................................................. 83.5%
UW ADR ........................................................ $154.00
UW REVPAR ..................................................... $128.59
- --------------------------------------------------------------------------------
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
93
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
1370 BROADWAY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $60,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.8%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Ralph Sitt
TYPE OF SECURITY Fee
MORTGAGE RATE 5.400%
MATURITY DATE October 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 36
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 120 / 360
LOCKBOX Yes
UP-FRONT RESERVES
ENGINEERING $100,250
TI/LC $1,000,000
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $3,131
TI/LC $20,876
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $60,000,000
CUT-OFF DATE BALANCE/SF $240
CUT-OFF DATE LTV 80.0%
MATURITY DATE LTV 71.4%
UW DSCR ON NCF 1.20x
- --------------------------------------------------------------------------------
[1370 BROADWAY PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION New York, NY
PROPERTY TYPE Office -- CBD
SIZE (SF) 250,517
OCCUPANCY AS OF APRIL 6, 2005 93.8%
YEAR BUILT / YEAR RENOVATED 1922 / 1995
APPRAISED VALUE $75,000,000
PROPERTY MANAGEMENT SITT Asset Management LLC
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $8,606,993
UW TOTAL EXPENSES $3,588,573
UW NET OPERATING INCOME (NOI) $5,018,420
UW NET CASH FLOW (NCF) $4,859,627
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
94
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
1370 BROADWAY
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
% OF NET % OF
RATINGS NET RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Rosenthal & Rosenthal, Inc. ....... NR/NR/NR 52,938 21.1% $ 31.20 $1,651,560 23.2% March 2012
Paul Davril, Inc. (Kenneth Cole) .. NR/NR/NR 40,353 16.1 $ 28.34 1,143,602 16.0 February 2015
Espirit US Distribution Limited ... NR/NR/NR 28,562 11.4 $ 30.00 856,860 12.0 September 2007
Outer Stuff, Ltd. ................. NR/NR/NR 22,156 8.8 $ 32.75 725,507 10.2 February 2012
Big Manhattan, Inc. ............... NR/NR/NR 15,856 6.3 $ 27.54 436,674 6.1 May 2014
Non-major tenants ................. 75,129 30.0 $ 30.79 2,312,876 32.5
Vacant ............................ 15,523 6.2 0 0.0
------ ----- ---------- -----
TOTAL ............................. 250,517 100.0% $7,127,079 100.0%
======= ===== ========== =====
- ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE
- ----------------------------------------------------------------------------------------------------------------------
# OF WA BASE CUMULATIVE CUMULATIVE %
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* ROLLING*
- ----------------------------------------------------------------------------------------------------------------------
2005 1 $ 0.00 0 0.0% 0.0% 0.1% 0.1%
2006 3 $ 31.42 6,581 2.6% 2.6% 2.9% 3.0%
2007 3 $ 31.24 40,295 16.1% 18.7% 17.7% 20.6%
2008 2 $ 99.65 135 0.1% 18.8% 0.2% 20.8%
2009 1 $ 30.90 1,128 0.5% 19.2% 0.5% 21.3%
2010 1 $ 52.17 6,200 2.5% 21.7% 4.5% 25.8%
2011 0 $ 0.00 0 0.0% 21.7% 0.0% 25.8%
2012 5 $ 30.52 90,950 36.3% 58.0% 38.9% 64.8%
2013 1 $ 26.14 8,000 3.2% 61.2% 2.9% 67.7%
2014 4 $ 28.00 36,352 14.5% 75.7% 14.3% 82.0%
2015 5 $ 28.30 45,353 18.1% 93.8% 18.0% 100.0%
Thereafter 0 $ 0.00 0 0.0% 93.8% 0.0% 100.0%
Vacant 0 NA 15,523 6.2% 100.0% 0.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
95
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE VRS POOL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $52,100,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
Prudential Real Estate Investors on
SPONSOR behalf of the Virginia Retirement System
TYPE OF SECURITY Fee
MORTGAGE RATE 4.755%
MATURITY DATE August 11, 2012
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 84
ORIGINAL TERM / AMORTIZATION 84 / IO
REMAINING TERM / AMORTIZATION 82 / IO
LOCKBOX None
SHADOW RATING (S&P/MOODY'S/FITCH)* AAA/Aa1/AAA
UP-FRONT RESERVES
TAX Yes
ENGINEERING $880,040
ONGOING MONTHLY RESERVES
TAX Yes
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $52,100,000
CUT-OFF DATE BALANCE/SF $38
CUT-OFF DATE LTV 34.7%
MATURITY DATE LTV 34.7%
UW DSCR ON NCF 3.76x
- --------------------------------------------------------------------------------
* S&P, Moody's and Fitch have confirmed that the Extra Space VRS Pool Loan
has, in the context of its inclusion in the Trust Fund, credit
characteristics consistent with an investment grade obligation.
[EXTRA SPACE VRS POOL PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 22
LOCATION Various
PROPERTY TYPE Self Storage
SIZE (SF) 1,367,692
OCCUPANCY AS OF VARIOUS* 80.6%
YEAR BUILT / YEAR RENOVATED Various / NA
APPRAISED VALUE $150,360,000
PROPERTY MANAGEMENT Extra Space Management, Inc.
UW ECONOMIC OCCUPANCY 77.4%
UW REVENUES $16,273,240
UW TOTAL EXPENSES $6,648,835
UW NET OPERATING INCOME (NOI) $9,624,405
UW NET CASH FLOW (NCF) $9,304,214
- --------------------------------------------------------------------------------
* Occupancy as of April 30, 2005 for all Mortgaged Properties except the
Extra Space VRS-Clute, TX Mortgaged Property which is as of June 30, 2005.
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
96
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
EXTRA SPACE VRS POOL
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
EXTRA SPACE VRS POOL
- ----------------------------------------------------------------------------------------
CUT-OFF DATE YEAR BUILT / SQUARE
PROPERTY NAME BALANCE RENOVATED UNITS FOOTAGE
- ----------------------------------------------------------------------------------------
Extra Space VRS -- Long Island
City, NY ........................ $ 6,652,622 2000 1,609 103,617
Extra Space VRS -- Wheaton, MD .... 5,011,908 1988 873 92,525
Extra Space VRS -- Long
Beach, CA ....................... 4,325,377 1987 990 79,436
Extra Space VRS -- Germantown, MD . 4,307,877 1990 970 82,795
Extra Space VRS -- Lodi, NJ ....... 3,459,626 2000 601 72,950
Extra Space VRS -- Huntington
Beach, CA ....................... 3,192,749 1986 732 63,396
Extra Space VRS -- Davie, FL ...... 3,144,123 1987 1,071 87,149
Extra Space VRS -- Beaverton, OR .. 2,837,523 1989 652 63,650
Extra Space VRS -- Lincoln
Park, MI ........................ 2,577,922 1988 793 87,150
Extra Space VRS -- North
Attleborough, MA ................ 2,467,708 1986 671 70,475
Extra Space VRS -- Las Vegas, NV .. 1,790,147 1989 528 51,780
Extra Space VRS -- Campbell, CA ... 1,680,066 1984 450 28,508
Extra Space VRS -- Dallas, TX ..... 1,601,717 1995 486 53,967
Extra Space VRS -- Stone
Mountain, GA .................... 1,317,536 1987 627 81,660
Extra Space VRS -- Miami, FL ...... 1,158,604 1971 792 36,863
Extra Space VRS --
Albuquerque, NM ................. 1,156,030 1987 488 49,034
Extra Space VRS -- Baldwin
Park, CA ........................ 1,113,919 1975 381 36,378
Extra Space VRS -- Flanders, NJ ... 1,072,090 1988 209 24,940
Extra Space VRS -- Clute, TX ...... 964,631 1978 590 59,999
Extra Space VRS -- Memphis
(Gateway Drive), TN ............. 940,324 1987 396 50,600
Extra Space VRS -- Joliet, IL ..... 767,750 2000 491 63,450
Extra Space VRS -- Memphis
(Madison Avenue), TN ............ 559,751 1982 282 27,370
----------- ----- -------
$52,100,000 14,682 1,367,692
=========== ====== =========
- ----------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
CUT-OFF DATE APPRAISED
BALANCE PER UW UNDERWRITTEN APPRAISED VALUE
PROPERTY NAME SQUARE FOOT OCCUPANCY* OCCUPANCY NET CASH FLOW VALUE PER SF
- ---------------------------------------------------------------------------------------------------------------------
Extra Space VRS -- Long Island
City, NY ........................ $64 90.7% 71.2% $1,225,037 $ 20,920,000 $202
Extra Space VRS -- Wheaton, MD .... $54 78.7% 80.0% 962,460 14,100,000 $152
Extra Space VRS -- Long
Beach, CA ....................... $54 91.1% 83.0% 761,538 12,000,000 $151
Extra Space VRS --
Germantown, MD .................. $52 86.1% 81.2% 847,914 12,900,000 $156
Extra Space VRS -- Lodi, NJ ....... $47 79.7% 79.6% 599,789 9,270,000 $127
Extra Space VRS -- Huntington
Beach, CA ....................... $50 87.5% 83.2% 543,157 8,700,000 $137
Extra Space VRS -- Davie, FL ...... $36 78.0% 77.2% 465,236 8,250,000 $ 95
Extra Space VRS -- Beaverton, OR .. $45 82.0% 78.3% 536,171 8,230,000 $129
Extra Space VRS -- Lincoln
Park, MI ........................ $30 67.7% 68.0% 405,257 6,720,000 $ 77
Extra Space VRS -- North
Attleborough, MA ................ $35 71.8% 82.9% 444,775 7,100,000 $101
Extra Space VRS -- Las Vegas, NV .. $35 90.4% 78.7% 352,997 5,400,000 $104
Extra Space VRS -- Campbell, CA ... $59 91.3% 92.8% 326,916 5,100,000 $179
Extra Space VRS -- Dallas, TX ..... $30 76.2% 82.1% 287,894 4,480,000 $ 83
Extra Space VRS -- Stone
Mountain, GA .................... $16 72.4% 78.0% 267,754 3,600,000 $ 44
Extra Space VRS -- Miami, FL ...... $31 73.2% 69.6% 166,575 3,300,000 $ 90
Extra Space VRS --
Albuquerque, NM ................. $24 85.9% 84.6% 206,190 3,300,000 $ 67
Extra Space VRS -- Baldwin
Park, CA ........................ $31 86.6% 69.0% 207,211 3,550,000 $ 98
Extra Space VRS -- Flanders, NJ ... $43 82.5% 85.0% 196,191 3,320,000 $133
Extra Space VRS -- Clute, TX ...... $16 82.8% 71.4% 129,134 2,540,000 $ 42
Extra Space VRS -- Memphis
(Gateway Drive), TN ............. $19 83.9% 87.7% 160,187 2,780,000 $ 55
Extra Space VRS -- Joliet, IL ..... $12 65.8% 56.5% 99,503 3,000,000 $ 47
Extra Space VRS -- Memphis
(Madison Avenue), TN ............ $20 74.8% 76.4% 112,325 1,800,000 $ 66
---------- ------------
$38 80.6% 77.4% $9,304,214 $150,360,000 $110
========== ============
- ---------------------------------------------------------------------------------------------------------------------
* Occupancy date as of April 30, 2005 for all Mortgaged Properties, except
the Clute, TX Mortgaged Property, which has an occupancy date as of June
30, 2005.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
97
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
CITY PLACE RETAIL CENTER
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $51,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Said Shooshani and Homa Shooshani
TYPE OF SECURITY Fee
MORTGAGE RATE 4.920%
MATURITY DATE August 11, 2015
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 120
ORIGINAL TERM / AMORTIZATION 120 / IO
REMAINING TERM / AMORTIZATION 118 / IO
LOCKBOX None
UP-FRONT RESERVES
TAX Yes
ONGOING MONTHLY RESERVES
TAX Yes
INSURANCE Springing
REPLACEMENT $1,852
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $51,000,000
CUT-OFF DATE BALANCE/SF $149
CUT-OFF DATE LTV 69.0%
MATURITY DATE LTV 69.0%
UW DSCR ON NCF 1.59x
- --------------------------------------------------------------------------------
[CITY PLACE RETAIL CENTER PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Long Beach, CA
PROPERTY TYPE Retail -- Anchored
SIZE (SF) 342,068
OCCUPANCY AS OF JULY 1, 2005 87.9%
YEAR BUILT / YEAR RENOVATED 2003 / NA
APPRAISED VALUE $73,900,000
PROPERTY MANAGEMENT TEC Property Management, Inc.
UW ECONOMIC OCCUPANCY 84.6%
UW REVENUES $6,277,262
UW TOTAL EXPENSES $2,141,468
UW NET OPERATING INCOME (NOI) $4,135,795
UW NET CASH FLOW (NCF) $3,981,232
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
98
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
CITY PLACE RETAIL CENTER
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ---------------------------------------------------------------------------------------------------------------------------
NET % OF NET ACTUAL % OF DATE OF
RATINGS* RENTABLE RENTABLE RENT ACTUAL LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA PSF ACTUAL RENT RENT EXPIRATION
- ---------------------------------------------------------------------------------------------------------------------------
Wal-Mart .................... Aa2/AA/AA 134,147 39.2% $ 9.15 $1,227,445 27.0% October 2022
Nordstrom Rack .............. Baa1/A-/A- 30,216 8.8 $ 13.95 421,513 9.3 August 2012
Ross Dress for Less ......... NR/BBB/NR 28,900 8.4 $ 8.47 244,905 5.4 January 2013
Anna's Linens ............... NR/NR/NR 11,875 3.5 $ 16.00 190,000 4.2 November 2012
Big 5 ....................... NR/NR/NR 10,281 3.0 $ 13.00 133,653 2.9 January 2015
Non-major tenants ........... 85,163 24.9 $ 27.26 2,321,832 51.1
Vacant ...................... 41,486 12.1 0 0.0
------- ----- ---------- -----
TOTAL ....................... 342,068 100.0% $4,539,349 100.0%
======= ===== ========== =====
- ---------------------------------------------------------------------------------------------------------------------------
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
- ----------------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE
- ----------------------------------------------------------------------------------------------------------------------
% OF
WA BASE CUMULATIVE ACTUAL CUMULATIVE
# OF LEASES RENT/SF TOTAL SF % OF TOTAL SF % OF SF RENT % OF ACTUAL
YEAR ROLLING ROLLING ROLLING ROLLING* ROLLING* ROLLING* RENT ROLLING*
- ----------------------------------------------------------------------------------------------------------------------
2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0%
2006 1 $ 38.88 750 0.2% 0.2% 0.6% 0.6%
2007 3 $ 36.88 4,572 1.3% 1.6% 3.7% 4.4%
2008 11 $ 28.55 21,887 6.4% 8.0% 13.8% 18.1%
2009 4 $ 27.48 5,078 1.5% 9.4% 3.1% 21.2%
2010 8 $ 25.40 17,205 5.0% 14.5% 9.6% 30.8%
2011 0 $ 0.00 0 0.0% 14.5% 0.0% 30.8%
2012 4 $ 16.43 47,164 13.8% 28.3% 17.1% 47.9%
2013 8 $ 15.17 43,039 12.6% 40.8% 14.4% 62.3%
2014 3 $ 22.79 13,085 3.8% 44.7% 6.6% 68.8%
2015 3 $ 13.69 13,655 4.0% 48.7% 4.1% 73.0%
Thereafter 1 $ 9.15 134,147 39.2% 87.9% 27.0% 100.0%
Vacant 0 NA 41,486 12.1% 100.0% 0.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
99
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
110 NORTH WACKER DRIVE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $48,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR GGP Limited Partnership
TYPE OF SECURITY Leasehold
MORTGAGE RATE 5.000%
MATURITY DATE October 11, 2010
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD None
ORIGINAL TERM / AMORTIZATION 60 / 360
REMAINING TERM / AMORTIZATION 60 / 360
LOCKBOX Springing
ONGOING MONTHLY RESERVES
TAX / INSURANCE(1) Springing
REPLACEMENT(1) Springing
ADDITIONAL FINANCING(2) None
CUT-OFF DATE BALANCE(3) $48,000,000
CUT-OFF DATE BALANCE/SF $212
CUT-OFF DATE LTV 74.7%
MATURITY DATE LTV 68.8%
UW DSCR ON NCF 1.52x
- --------------------------------------------------------------------------------
(1) Upon (a) the occurrence of an event of default under the related Mortgage
Loan documents or (b) the failure of the Mortgaged Property to meet certain
financial covenants, reserves for taxes, insurance and replacements are
required.
(2) Additional future mezzanine debt and future unsecured debt are permitted.
(3) GGP provides a guarantee with respect to the last $16,000,000 of the loan
amount.
[110 NORTH WACKER DRIVE PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Chicago, IL
PROPERTY TYPE Office - CBD
SIZE (SF) 226,750
OCCUPANCY AS OF AUGUST 8, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 1952 / 2005
APPRAISED VALUE $64,300,000
PROPERTY MANAGEMENT General Growth Management, Inc.
UW ECONOMIC OCCUPANCY 100.0%
UW REVENUES $4,809,368
UW TOTAL EXPENSES $93,094
UW NET OPERATING INCOME (NOI) $4,716,274
UW NET CASH FLOW (NCF) $4,693,599
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
100
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
110 NORTH WACKER DRIVE
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
General Growth Management, Inc. ... NR/NR/NR 226,750 100.0% $ 21.21 $4,809,368 100.0% October 2019
Vacant ............................ 0 0.0 0 0.0
------- ----- ---------- -----
TOTAL ............................. 226,750 100.0% $4,809,368 100.0%
======= ===== ========== =====
- ----------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE
- ------------------------------------------------------------------------------------------------------------------
# OF WA BASE CUMULATIVE CUMULATIVE %
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* ROLLING*
- ------------------------------------------------------------------------------------------------------------------
2019 1 $ 21.21 226,750 100.0% 100.0% 100.0% 100.0%
- ------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
101
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
PARK PLACE II
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $44,687,500
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.4%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Marc J. Paul, Robert A. Robotti and
Secured California Investments, Inc.
TYPE OF SECURITY Fee
MORTGAGE RATE 5.330%
MATURITY DATE November 11, 2015
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 120
ORIGINAL TERM / AMORTIZATION 120 / IO
REMAINING TERM / AMORTIZATION 120 / IO
LOCKBOX Yes
UPFRONT RESERVES
TAX/INSURANCE Yes
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $1,085
ADDITIONAL FINANCING Secured Subordinate Debt* $13,750,000
CUT-OFF DATE BALANCE $44,687,500
CUT-OFF DATE BALANCE/SF $176
CUT-OFF DATE LTV 64.8%
MATURITY DATE LTV 64.8%
UW DSCR ON NCF 1.67x
- --------------------------------------------------------------------------------
* Also secured by a pledge of the equity interests in the borrower.
[PARK PLACE II PICTURE OMITTED]
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Sacramento, CA
PROPERTY TYPE Retail -- Anchored
SIZE (SF) 253,674
OCCUPANCY AS OF AUGUST 18, 2005 91.0%
YEAR BUILT / YEAR RENOVATED 2004 / NA
APPRAISED VALUE $69,000,000
PROPERTY MANAGEMENT CB Richard Ellis
UW ECONOMIC OCCUPANCY 97.8%
UW REVENUES $5,974,718
UW TOTAL EXPENSES $1,854,740
UW NET OPERATING INCOME (NOI) $4,119,978
UW NET CASH FLOW (NCF) $3,983,386
- --------------------------------------------------------------------------------
NOTES:
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
102
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
PARK PLACE II
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------------------------
Kohls . ..................... A3/A-/A 88,408 34.9% $ 11.60 $1,025,533 27.2% January 2025
Marshalls ................... A3/A/NR 30,009 11.8 $ 12.30 369,111 9.8 August 2014
Borders Books ............... NR/NR/NR 25,000 9.9 $ 13.20 330,000 8.7 January 2020
Bed Bath & Beyond ........... NR/BBB/NR 24,071 9.5 $ 12.45 299,684 7.9 January 2015
California Backyard ......... NR/NR/NR 12,700 5.0 $ 14.88 188,976 5.0 March 2010
Non-major tenants ........... 50,530 19.9 $ 30.85 1,558,659 41.3
Vacant ...................... 22,956 9.0 0 0.0
------ ----- ---------- -----
TOTAL ....................... 253,674 100.0% $3,771,962 100.0%
======= ===== ========== =====
- --------------------------------------------------------------------------------------------------------------------------
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
- ---------------------------------------------------------------------------------------------------------------------
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 1 $ 39.00 1,600 0.6% 0.6% 1.7% 1.7%
2008 0 $ 0.00 0 0.0% 0.6% 0.0% 1.7%
2009 4 $ 27.07 11,812 4.7% 5.3% 8.5% 10.1%
2010 9 $ 23.96 26,613 10.5% 15.8% 16.9% 27.0%
2011 1 $ 30.00 4,000 1.6% 17.4% 3.2% 30.2%
2012 0 $ 0.00 0 0.0% 17.4% 0.0% 30.2%
2013 0 $ 0.00 0 0.0% 17.4% 0.0% 30.2%
2014 6 $ 18.79 46,614 18.4% 35.7% 23.2% 53.4%
2015 2 $ 15.04 26,671 10.5% 46.2% 10.6% 64.1%
Thereafter 2 $ 11.95 113,408 44.7% 91.0% 35.9% 100.0%
Vacant 0 NA 22,956 9.0% 100.0% 0.0% 100.0%
- ---------------------------------------------------------------------------------------------------------------------
* Calculated based on the approximate square footage occupied by each tenant.
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
103
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
ADDITIONAL MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
o GENERAL. For a detailed presentation of certain characteristics of the
Mortgage Loans and Mortgaged Properties, on an individual basis and in
tabular format, see Annex A-1 to the preliminary prospectus supplement. See
Annex A-2 to the preliminary prospectus supplement for certain information
regarding multifamily Mortgaged Properties. See Annex A-3 to the
preliminary prospectus supplement for certain information with respect to
capital improvement, replacement and tenant improvement reserve accounts.
See Annex A-4 to the preliminary prospectus supplement for certain
information relating to the commercial tenants of the Mortgaged Properties.
See Annex A-5 to the preliminary prospectus supplement for certain
information relating to cross-collateralized and cross-defaulted Mortgage
Loans. See Annexes A-6 and A-7 to the preliminary prospectus supplement for
certain information relating to the FBI Office Building Loan and the Abbott
Laboratories Loan monthly debt service payments.
- -----------------------------------------------------------------------------------------------------------------------------------
SIGNIFICANT SPONSOR CONCENTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
% OF CUT-OFF WEIGHTED WEIGHTED WEIGHTED
# OF LOANS/ AGGREGATE CUT-OFF DATE POOL AVERAGE CUT-OFF AVERAGE UW AVERAGE
SPONSOR PROPERTIES LOAN NUMBERS DATE BALANCE BALANCE DATE LTV DSCR ON NCF MORTGAGE RATE
- -----------------------------------------------------------------------------------------------------------------------------------
Somerset Partners, Phillip
Welch, Keith Rubinstein and
Marshall G. Allen ........... 1/1 1 $ 200,000,000 6.1% 68.0% 1.44x 5.260%
NGP Capital Partners III LLC
& Rubicon US REIT, Inc. ..... 1/14 2 $ 194,500,000 5.9% 79.9% 1.27x 5.460%
Beacon Capital Strategic
Partners III, L.P. .......... 1/1 3 $ 182,500,000 5.6% 73.9% 1.48x 4.970%
TPG/CalSTRS, LLC .............. 2/2 6,9 $ 171,500,000 5.2% 70.6% 1.75x 5.280%
Prudential .................... 2/50 7,15 $ 145,400,000 4.4% 43.3% 3.30x 4.755%
Donald Abbey .................. 1/20 4 $ 142,625,000 4.4% 74.7% 1.33x 5.190%
Ralph Sitt .................... 2/2 8,14 $ 135,000,000 4.1% 79.9% 1.20x 5.444%
- -----------------------------------------------------------------------------------------------------------------------------------
o CROSS-COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS. Eleven (11) groups
of Mortgage Loans, representing approximately 10.9% of the Cut-Off Date
Pool Balance, are cross-collateralized and cross-defaulted with one or more
Mortgage Loans in the Mortgage Pool as indicated in Annex A-5 to the
preliminary prospectus supplement. As of the Closing Date, no Mortgage Loan
(other than the Co-Lender Loans described below) 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.
o SUBORDINATE FINANCING.
- --------------------------------------------------------------------------------------------------------------
EXISTING SUBORDINATE FINANCING
- --------------------------------------------------------------------------------------------------------------
% OF CUT-OFF DATE
EXISTING SUBORDINATE FINANCING # OF LOANS LOAN NUMBERS POOL BALANCE
- --------------------------------------------------------------------------------------------------------------
Secured by Mortgaged Property Debt and Secured by
Ownership Interests in Borower ........................... 1 18 1.4%
Unsecured Debt ............................................. 1 58 0.3%
Mezzanine Debt Secured by Ownership Interests in Borrower .. 0 NA 0.0%
- --------------------------------------------------------------------------------------------------------------
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
104
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
FUTURE SUBORDINATE FINANCING
- --------------------------------------------------------------------------------------------------------------------------
% OF CUT-OFF DATE
FUTURE SUBORDINATE FINANCING # OF LOANS LOAN NUMBERS POOL BALANCE
- --------------------------------------------------------------------------------------------------------------------------
6,9,39,49,70,119,126,135,
Secured by Mortgaged Property ............................ 13 152,156,166,195,200 7.2%
Unsecured Debt ........................................... 3 10,17,195 3.6%
1,2,3,4,6,9,12,13,17,25,26,30,
34,37,69,87,94,104,108,
Mezzanine Debt Secured by Ownership Interests in Borrower 22 124,189,198 37.7%
- --------------------------------------------------------------------------------------------------------------------------
See "RISK FACTORS--Additional Debt on Some Mortgage Loans Creates
Additional Risks" in the preliminary prospectus supplement.
o CO-LENDER LOANS. Eleven (11) Companion Loans, which will not be part of the
trust fund, are each secured by the same Mortgage as a Mortgage Loan that
will be part of the trust fund. The 11 Mortgage Loans (the "Co-Lender
Loans") (identified as loan numbers 2, 3, 5, 6, 9, 10, 35, 41, 64, 68 and
97 on Annex A-1 to the prospectus supplement) related to such Companion
Loans are expected to have an aggregate Cut-Off Date Balance of
$802,351,677, representing approximately 24.5% of the Cut-Off Date Pool
Balance. Each Co-Lender Loan is cross-defaulted with its related Companion
Loan(s). No Companion Loan will be part of the trust fund. Each of these
Co-Lender Loans and its related Companion Loans are subject to
intercreditor agreements.
NOTES
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
105
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C21
- --------------------------------------------------------------------------------
THIS PAGE INTENTIONALLY LEFT BLANK
This material is for your private information, and none of Wachovia Capital
Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets
Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. (collectively, the "Underwriters") nor Wachovia Securities
International Limited is soliciting any action based upon it. This material is
not to be construed as an offer to sell or the solicitation of any offer to buy
any security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that the Underwriters consider
reliable. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may pertain to securities that ultimately are not
sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected herein. The
Underwriters make no representation regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. The Underwriters and their affiliates, officers, directors,
partners and employees, including persons involved in the preparation or
issuance of this material may, from time to time, have long or short positions
in, and buy and sell, the securities mentioned therein or derivatives thereof
(including options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. Information contained in this material is current as of the date
appearing in this material only. Information in this material regarding any
assets backing any securities discussed herein supersedes all prior information
regarding such assets. Any information in the material, whether regarding the
assets backing any securities discussed herein or otherwise, will be superseded
in its entirety by the information contained in any final prospectus and
prospectus supplement for any securities actually sold to you. This material is
furnished solely by the Underwriters and the issuer. The Underwriters are acting
as underwriters and not acting as agents for the issuer in connection with the
proposed transaction. Notwithstanding anything herein to the contrary, you (and
each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the United States federal, state
and local income "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind
(including opinions or other tax analyses) of the transaction contemplated
hereby that are provided to you (or your representatives) relating to such tax
treatment and tax structure, other than the name of the Issuer or information
that would permit identification of the Issuer, and except that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the United States federal, state and local income
tax treatment or tax structure of the transaction.
WACHOVIA SECURITIES NOMURA
CITIGROUP CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO.
106