The information in this preliminary prospectus supplement is not complete and
may be changed. Neither this preliminary prospectus supplement nor the
accompanying prospectus is an offer to sell these securities nor is it
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT MAY BE
AMENDED OR COMPLETED, DATED OCTOBER 1, 2005
PRELIMINARY PROSPECTUS SUPPLEMENT
(TO ACCOMPANY PROSPECTUS DATED OCTOBER 1, 2005)
$2,997,189,000 (APPROXIMATE)
(OFFERED CERTIFICATES)
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-C21
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
(DEPOSITOR)
- -----------------------------------------------------------------
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGIN-
NING ON PAGE S-46 OF THIS PROSPECTUS SUPPLEMENT AND
ON PAGE 14 OF THE ACCOMPANYING PROSPECTUS.
Neither the offered certificates nor the underlying mortgage
loans are insured or guaranteed by any government agency
or instrumentality.
The offered certificates will represent interests in the trust
fund only. They will not represent obligations of any other
party. The offered certificates will not be listed on any
national securities exchange or any automated quotation
system of any registered securities association.
This prospectus supplement may be used to offer and sell
the offered certificates only if it is accompanied by the
prospectus dated October 1, 2005.
- ------------------------------------------------------------------
THE TRUST FUND:
o As of October 11, 2005, the mortgage loans included in the trust fund will
have an aggregate principal balance of approximately $3,275,616,483.
o The trust fund will consist of a pool of 233 fixed rate mortgage loans.
o The mortgage loans are secured by first liens on commercial and multifamily
properties.
o All of the mortgage loans were originated or acquired by Wachovia Bank,
National Association, Nomura Credit & Capital, Inc. and Artesia Mortgage
Capital Corporation.
THE CERTIFICATES:
o The trust fund will issue 29 classes of certificates.
o Only the 13 classes of offered certificates described in the following table
are being offered by this prospectus supplement and the accompanying
prospectus.
==========================================================================================================================
ORIGINAL PERCENTAGE OF EXPECTED S&P/
CERTIFICATE CUT-OFF DATE PASS-THROUGH ASSUMED FINAL MOODY'S/FITCH
CLASS BALANCE(1) POOL BALANCE RATE DISTRIBUTION DATE(2) CUSIP NO. RATING(3)
- --------------------------------------------------------------------------------------------------------------------------
Class A-1 ....... $ 69,560,000 2.124% Fixed June 15, 2010 AAA/Aaa/AAA
Class A-2PFL..... $ 428,194,000(4) 13.072% Floating(5) September 15, 2010 AAA/Aaa/AAA(6)
Class A-2C ...... $ 178,951,000 5.463% Fixed October 15, 2010 AAA/Aaa/AAA
Class A-3 ....... $ 184,152,000 5.622% Fixed September 15, 2012 AAA/Aaa/AAA
Class A-PB ...... $ 148,510,000 4.534% Fixed June 15, 2015 AAA/Aaa/AAA
Class A-4 ....... $ 892,268,000 27.240% Fixed(7) August 15, 2015 AAA/Aaa/AAA
Class A-1A ...... $ 391,296,000 11.946% Fixed(7) September 15, 2015 AAA/Aaa/AAA
Class A-MFL...... $ 100,000,000(8) 3.053% Floating(9) September 15, 2015 AAA/Aaa/AAA(10)
Class A-MFX...... $ 227,562,000 6.947% Fixed(7) September 15, 2015 AAA/Aaa/AAA
Class A-J ....... $ 217,009,000 6.625% Fixed(7) October 15, 2015 AAA/Aaa/AAA
Class B ......... $ 65,513,000 2.000% WAC(11) October 15, 2015 AA/Aaa/AA
Class C ......... $ 32,756,000 1.000% WAC(12) October 15, 2015 AA-/Aa2/AA-
Class D ......... $ 61,418,000 1.875% WAC(13) October 15, 2015 A+/Aa3/A+
==========================================================================================================================
(Footnotes explaining the table are on page S-2)
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE OFFERED CERTIFICATES OR HAS
DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Wachovia Capital Markets, LLC and Nomura Securities International, Inc. are
acting as co-lead managers for this offering. Nomura Securities International,
Inc. is acting as sole bookrunner with respect to % of the Class
certificates. Wachovia Capital Markets, LLC is acting as sole bookrunner with
respect to the remainder of the Class certificates and all other classes of
offered certificates. Citigroup Global Markets Inc., Credit Suisse First Boston
LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as
co-managers for the offering. 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. are required to
purchase the offered certificates from us, subject to certain conditions. The
underwriters will offer the offered certificates to the public from time to
time in negotiated transactions or otherwise at varying prices to be determined
at the time of sale. It is intended that Wachovia Securities International
Limited will act as a member of the selling group on behalf of Wachovia Capital
Markets, LLC and may sell offered certificates on behalf of Wachovia Capital
Markets, LLC in certain jurisdictions. We expect to receive from this offering
approximately % of the initial certificate balance of the offered
certificates, plus accrued interest from October 1, 2005 (except, with respect
to the Class A-2PFL and the Class A-MFL certificates, October 27, 2005), before
deducting expenses.
We expect that delivery of the offered certificates will be made in book-entry
form on or about October 27, 2005.
WACHOVIA SECURITIES NOMURA
Citigroup
Credit Suisse First Boston
Deutsche Bank Securities
Goldman, Sachs & Co.
October , 2005
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-IQ10
GEOGRAPHIC OVERVIEW OF MORTGAGE POOL
[MAP OMITTED]
WASHINGTON UTAH MISSOURI
5 properties 5 properties 3 properties
$37,804,291 $50,206,401 $130,229,336
1.2% of total 1.5% of total 4.0% of total
ILLINOIS MINNESOTA WISCONSIN
12 properties 1 property 3 properties
$109,117,344 $12,000,000 $23,305,966
3.3% of total 0.4% of total 0.7% of total
KENTUCKY INDIANA MICHIGAN
6 properties 1 property 15 properties
$17,873,313 $2,740,000 $71,793,930
0.5% of total 0.1% of toal 2.2% of total
OHIO PENNSYLVANIA NEW YORK
6 properties 12 properties 8 properties
$38,947,679 $77,017,232 $361,731,243
1.2% of total 2.4% of total 11.0% of total
NEW HAMPSHIRE MAINE MASSACHUSETTS
1 property 3 properties 5 properties
$4,800,000 $36,812,831 $23,013,549
0.1% of total 1.1% of total 0.7% of total
CONNECTICUT RHODE ISLAND NEW JERSEY
2 properties 2 properties 9 properties
$14,200,000 $13,190,000 $139,064,456
0.4% of total 0.4% of total 4.2% of total
DISTRICT OF COLUMBIA MARYLAND VIRGINIA
2 properties 9 properties 14 properties
$85,030,200 $119,347,198 $270,017,614
2.6% of total 3.6% of total 8.2% of total
NORTH CAROLINA SOUTH CAROLINA GEORGIA
12 properties 3 properties 10 properties
$69,747,648 $25,043,000 $50,406,320
2.1% of total 0.8% of total 1.5% of total
FLORIDA OREGON NEVADA
25 properties 1 property 4 properties
$143,216,288 $2,837,523 $49,140,147
4.4% of total 0.1% of total 1.5% of total
NORTHERN CALIFORNIA(2) CALIFORNIA SOUTHERN CALIFORNIA(2)
13 properties 88 properties 75 properties
$153,109,714 $639,023,765 $485,914,051
4.7% of total 19.5% of total 14.8% of total
ARIZONA COLORADO NEW MEXICO
7 properties 6 properties 3 properties
$70,051,980 $31,836,815 $8,702,210
2.1% of total 1.0% of total 0.3% of total
KANSAS OKLAHOMA TEXAS
1 property 1 property 25 properties
$18,000,000 $2,000,000 $355,024,720
0.5% of total 0.1% of total 10.8% of total
ARKANSAS LOUISIANA MISSISSIPPI
4 properties 1 property 2 properties
$39,350,000 $3,791,717 $6,067,000
1.2% of total 0.1% of total 0.2% of total
TENNESSEE ALABAMA
7 properties 4 properties
$41,796,567 $43,138,200
1.3% of total 1.3% of total
PUERTO RICO
1 property
$38,200,000
1.2% of total
[PIE CHART OMITTED]
MORTGAGED PROPERTIES BY PROPERTY TYPE
Mixed Use 0.8%
Office 45.2%
Hospitality 6.9%
Mobile Home Park 3.2%
Retail 15.7%
Land 0.0%(3)
Multifamily 17.2%
Industrial 2.6%
Self Storage 8.3%
GEOGRAPHIC OVERVIEW OF MORTGAGED PROPERTIES
(1) Because this table presents information relating to the mortgaged properties
and not the mortgage loans, the information for mortgage loans secured by more
than one mortgaged property is based on allocated loan amounts (allocating the
mortgage loan principal balance to each of those properties mortgaged by the
appraised values of the mortgaged properties or the allocated loan amount as
detailed in the related mortgage loan documents).
(2) For purposes of determining whether a mortgaged property is located in
Northern or Southern California, Mortgaged Properties north of San Luis Obispo
County, Kern County and San Bernardino County were included in Northern
California and Mortgaged Properties located in or south of such counties were
included in Southern California.
(3) 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.
[ ] >20.0%
of Cut-Off Date Pool Balance
[ ] >10.0% - 20.0%
of Cut-Off Date Pool Balance
[ ] >1.0% - 10.0%
of Cut-Off Date Pool Balance
[ ] (less than or equal to)1.0%
of Cut-Off Date Pool Balance
[PICTURE OMITTED] [PICTURE OMITTED]
SAN FELIPE PLAZA, Houston, TX 180 MADISON, New York, NY
[PICTURE OMITTED]
EXTRA SPACE PORTFOLIO #5, Various
[PICTURE OMITTED] [PICTURE OMITTED]
EXTRA SPACE TEAMSTERS POOL, Various 2500 CITY WEST, Houston, TX
[PICTURE OMITTED]
85 TENTH AVENUE, New York, NY
[PICTURE OMITTED]
METROPOLITAN SQUARE, St. Louis, MO
[PICTURE OMITTED]
NGP RUBICON GSA PORTFOLIO, Various
[PICTURE OMITTED] [PICTURE OMITTED]
[PICTURE OMITTED] [PICTURE OMITTED]
ABBEY POOL, Various 1000 & 1100 WILSON, Arlington, VA
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
We provide information to you about the offered certificates in two
separate documents that progressively provide more detail: (a) the accompanying
prospectus, which provides general information, some of which may not apply to
the offered certificates and (b) this prospectus supplement, which describes
the specific terms of the offered certificates. You should read both this
prospectus supplement and the prospectus before investing in any of the offered
certificates.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THE INFORMATION IN THIS
DOCUMENT MAY ONLY BE ACCURATE AS OF THE DATE OF THIS DOCUMENT. IF THE
DESCRIPTIONS OF THE OFFERED CERTIFICATES VARY BETWEEN THE ACCOMPANYING
PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION
IN THIS PROSPECTUS SUPPLEMENT.
This prospectus supplement begins with several introductory sections
describing the offered certificates and the trust fund in abbreviated form:
o SUMMARY OF PROSPECTUS SUPPLEMENT, commencing on page S-5 of this
prospectus supplement, which gives a brief introduction of the key
features of the offered certificates and a description of the mortgage
loans included in the trust fund; and
o RISK FACTORS, commencing on page S-46 of this prospectus supplement,
which describes risks that apply to the offered certificates which are
in addition to those described in the accompanying prospectus.
This prospectus supplement and the accompanying prospectus include cross
references to sections in these materials where you can find further related
discussions. The Tables of Contents in this prospectus supplement and the
accompanying prospectus identify the pages where these sections are located.
You can find a listing of the pages where capitalized terms used in this
prospectus supplement are defined under the caption "INDEX OF DEFINED TERMS"
beginning on page S-313 in this prospectus supplement.
In this prospectus supplement, the terms "depositor," "we," "us" and "our"
refer to Wachovia Commercial Mortgage Securities, Inc.
WE DO NOT INTEND THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS TO BE AN OFFER OR SOLICITATION:
o if used in a jurisdiction in which such offer or solicitation is not
authorized;
o if the person making such offer or solicitation is not qualified to do
so; or
o if such offer or solicitation is made to anyone to whom it is unlawful
to make such offer or solicitation.
This prospectus supplement and the accompanying prospectus may be used by
us, Wachovia Capital Markets, LLC, our affiliate, and any other of our
affiliates when required under the federal securities laws in connection with
offers and sales of offered certificates in furtherance of market-making
activities in offered certificates. Wachovia Capital Markets, LLC or any such
other affiliate may act as principal or agent in these transactions. Sales will
be made at prices related to prevailing market prices at the time of sale or
otherwise.
S-1
(Footnotes to table on the front cover)
----------
(1) Subject to a permitted variance of plus or minus 5.0%.
(2) The "Assumed Final Distribution Date" has been determined on the basis of
the assumptions set forth in "DESCRIPTION OF THE CERTIFICATES--Assumed
Final Distribution Date; Rated Final Distribution Date" in this
prospectus supplement and a 0% CPR (as defined in "YIELD AND MATURITY
CONSIDERATIONS--Weighted Average Life" in this prospectus supplement).
The "Rated Final Distribution Date" is the distribution date to occur in
October 2044. See "DESCRIPTION OF THE CERTIFICATES--Assumed Final
Distribution Date; Rated Final Distribution Date" and "RATINGS" in this
prospectus supplement.
(3) By each of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Fitch,
Inc. See "RATINGS" in this prospectus supplement.
(4) The certificate balance of the Class A-2PFL certificates will be equal to
the certificate balance of the Class A-2PFL regular interest. See
"DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
(5) 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 this 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 this prospectus supplement.
(6) 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 this prospectus supplement.
(7) The pass-through rates applicable to the Class A-4, Class A-1A, Class
A-MFX and Class A-J certificates for any distribution date will be
subject to a maximum rate equal to the applicable weighted average net
mortgage rate calculated as described in this prospectus supplement for
that date.
(8) The certificate balance of the Class A-MFL certificates will be equal to
the certificate balance of the Class A-MFL regular interest. See
"DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
(9) The pass-through rate applicable to the Class A-MFL certificates on each
distribution date will be a per annum rate equal to LIBOR plus %.
provided that interest payments on the Class A-MFL certificates will be
reduced on each distribution date by an amount corresponding to the
excess, if any, of (i) interest payments calculated on the principal
balance of the Class A-MFL certificates at % per annum over (ii)
interest payments calculated at a per annum rate equal to the applicable
weighted average net mortgage rate (calculated as described herein) for
the related distribution date. In addition, under certain circumstances
described in this prospectus supplement, the pass-through rate applicable
to the Class A-MFL certificates may convert to a fixed rate equal to %
per annum, subject to a maximum pass-through rate equal to the weighted
average net mortgage rate (calculated as described herein) 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 this prospectus supplement.
(10) The ratings assigned to the Class A-MFL certificates only reflect the
receipt of a fixed rate of interest at a rate of % per annum, subject
to a maximum pass-through rate equal to the applicable weighted average
net mortgage rate (calculated as described herein) for the related
distribution date. See "RATINGS" in this prospectus supplement.
(11) The pass-through rate applicable to the Class B certificates for any
distribution date will be equal to the weighted average net mortgage rate
(calculated as described in this prospectus supplement) minus % for
that date.
(12) The pass-through rate applicable to the Class C certificates for any
distribution date will be equal to the weighted average net mortgage rate
(calculated as described in this prospectus supplement) minus % for
that date.
(13) The pass-through rate applicable to the Class D certificates for any
distribution date will be equal to the weighted average net mortgage rate
(calculated as described in this prospectus supplement) for that date.
S-2
TABLE OF CONTENTS
PAGE
----
SUMMARY OF PROSPECTUS SUPPLEMENT ................................................ S-5
OVERVIEW OF THE CERTIFICATES .................................................... S-6
THE PARTIES ..................................................................... S-8
IMPORTANT DATES AND PERIODS ..................................................... S-10
THE CERTIFICATES ................................................................ S-11
THE MORTGAGE LOANS .............................................................. S-32
RISK FACTORS .................................................................... S-46
DESCRIPTION OF THE MORTGAGE POOL ................................................ S-104
General ........................................................................ S-104
Mortgage Loan History .......................................................... S-105
Certain Terms and Conditions of the Mortgage Loans ............................. S-106
Certain Location Specific Considerations ....................................... S-111
Assessments of Property Condition .............................................. S-112
Co-Lender Loans ................................................................ S-113
Mezzanine Loans ................................................................ S-130
Additional Mortgage Loan Information ........................................... S-130
Twenty Largest Mortgage Loans .................................................. S-160
The Mortgage Loan Sellers ...................................................... S-214
Underwriting Standards ......................................................... S-214
Assignment of the Mortgage Loans; Repurchases and Substitutions ................ S-216
Representations and Warranties; Repurchases and Substitutions .................. S-218
Repurchase or Substitution of Cross-Collateralized Mortgage Loans .............. S-221
Changes in Mortgage Pool Characteristics ....................................... S-221
SERVICING OF THE MORTGAGE LOANS ................................................. S-223
General ........................................................................ S-223
The Master Servicer and the Special Servicer ................................... S-224
Servicing of the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan ..... S-228
Additional Matters Relating to the NGP Rubicon GSA Pool Whole Loan ............. S-229
Servicing and Other Compensation and Payment of Expenses ....................... S-230
Modifications, Waivers and Amendments .......................................... S-232
The Controlling Class Representative ........................................... S-234
Defaulted Mortgage Loans; REO Properties; Purchase Option ...................... S-239
Inspections; Collection of Operating Information ............................... S-241
DESCRIPTION OF THE CERTIFICATES ................................................. S-243
General ........................................................................ S-243
Registration and Denominations ................................................. S-243
Certificate Balances and Notional Amounts ...................................... S-246
Pass-Through Rates ............................................................. S-249
Distributions .................................................................. S-253
Subordination; Allocation of Losses and Certain Expenses ....................... S-268
P&I Advances ................................................................... S-271
Appraisal Reductions ........................................................... S-274
Reports to Certificateholders; Available Information ........................... S-276
Assumed Final Distribution Date; Rated Final Distribution Date ................. S-281
Voting Rights .................................................................. S-282
Termination .................................................................... S-282
The Trustee .................................................................... S-283
DESCRIPTION OF THE SWAP CONTRACTS ............................................... S-285
S-3
PAGE
----
General .............................................................................. S-285
The Swap Contracts ................................................................... S-286
The Class A-2PFL and Class A-MFL Swap Counterparty ................................... S-287
YIELD AND MATURITY CONSIDERATIONS ..................................................... S-289
Yield Considerations ................................................................. S-289
Weighted Average Life ................................................................ S-293
Effect of Loan Groups ................................................................ S-301
USE OF PROCEEDS ....................................................................... S-301
MATERIAL FEDERAL INCOME TAX CONSEQUENCES .............................................. S-302
General .............................................................................. S-302
Taxation of the Offered Certificates ................................................. S-302
Reporting and Other Administrative Matters ........................................... S-303
Taxation of the Swap Contracts ....................................................... S-304
ERISA CONSIDERATIONS .................................................................. S-306
LEGAL INVESTMENT ...................................................................... S-309
METHOD OF DISTRIBUTION ................................................................ S-310
LEGAL MATTERS ......................................................................... S-311
RATINGS ............................................................................... S-311
INDEX OF DEFINED TERMS ................................................................ S-313
ANNEX A-1 Certain Characteristics of the Mortgage Loans and Mortgaged Properties .. A-1
ANNEX A-2 Certain Information Regarding Multifamily Mortgaged Properties .......... A-2
ANNEX A-3 Reserve Account Information ............................................. A-3
ANNEX A-4 Commercial Tenant Schedule .............................................. A-4
ANNEX A-5 Certain Characteristics of the Mortgage Loans and Mortgaged Properties
(Crossed and Portfolios) ................................................ A-5
ANNEX A-6 FBI Office Building Loan Payment Schedule ............................... A-6
ANNEX A-7 Abbott Laboratories Loan Payment Schedule ............................... A-7
ANNEX B Form of Distribution Date Statement ..................................... B-1
ANNEX C Class X-P Reference Rate Schedule ....................................... C-1
ANNEX D Class A-PB Planned Principal Balance Schedule ........................... D-1
S-4
SUMMARY OF PROSPECTUS SUPPLEMENT
o THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
SUPPLEMENT AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED
TO CONSIDER IN MAKING YOUR INVESTMENT DECISION. TO UNDERSTAND THE
TERMS OF THE OFFERED CERTIFICATES, YOU MUST CAREFULLY READ THIS ENTIRE
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.
o THIS SUMMARY PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH FLOWS
AND OTHER INFORMATION TO AID YOUR UNDERSTANDING AND IS QUALIFIED BY
THE FULL DESCRIPTION OF THESE CALCULATIONS, CASH FLOWS AND OTHER
INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS.
o WE PROVIDE INFORMATION IN THIS PROSPECTUS SUPPLEMENT ON THE
CERTIFICATES THAT ARE NOT OFFERED BY THIS PROSPECTUS SUPPLEMENT ONLY
TO ENHANCE YOUR UNDERSTANDING OF THE OFFERED CERTIFICATES. WE ARE NOT
OFFERING THE NON-OFFERED CERTIFICATES PURSUANT TO THIS PROSPECTUS
SUPPLEMENT.
o FOR PURPOSES OF MAKING DISTRIBUTIONS TO THE CLASS A-1, CLASS A-2C,
CLASS A-3, CLASS A-PB, CLASS A-4 AND CLASS A-1A CERTIFICATES AND THE
CLASS A-2PFL REGULAR INTEREST, THE POOL OF MORTGAGE LOANS WILL BE
DEEMED TO CONSIST OF 2 DISTINCT LOAN GROUPS, LOAN GROUP 1 AND LOAN
GROUP 2.
o UNLESS OTHERWISE STATED, ALL PERCENTAGES OF THE MORTGAGE LOANS
INCLUDED IN THE TRUST FUND, OR OF ANY SPECIFIED GROUP OF MORTGAGE
LOANS INCLUDED IN THE TRUST FUND, REFERRED TO IN THIS PROSPECTUS
SUPPLEMENT ARE CALCULATED USING THE AGGREGATE PRINCIPAL BALANCE OF THE
MORTGAGE LOANS INCLUDED IN THE TRUST FUND AS OF THE CUT-OFF DATE
(WHICH IS OCTOBER 6, 2005, WITH RESPECT TO 3 MORTGAGE LOANS AND
OCTOBER 11, 2005, WITH RESPECT TO 230 MORTGAGE LOANS), AFTER GIVING
EFFECT TO PAYMENTS DUE ON OR BEFORE SUCH DATE WHETHER OR NOT RECEIVED.
THE CUT-OFF DATE BALANCE OF EACH MORTGAGE LOAN INCLUDED IN THE TRUST
FUND AND EACH CUT-OFF DATE CERTIFICATE BALANCE IN THIS PROSPECTUS
SUPPLEMENT ASSUMES THE TIMELY RECEIPT OF PRINCIPAL SCHEDULED TO BE
PAID (IF ANY) ON EACH MORTGAGE LOAN AND NO DEFAULTS, DELINQUENCIES OR
PREPAYMENTS ON ANY MORTGAGE LOAN ON OR BEFORE THE RELATED CUT-OFF
DATE. PERCENTAGES OF MORTGAGED PROPERTIES ARE REFERENCES TO THE
PERCENTAGES OF THE AGGREGATE PRINCIPAL BALANCE OF ALL THE MORTGAGE
LOANS INCLUDED IN THE TRUST FUND, OR OF ANY SPECIFIED GROUP OF
MORTGAGE LOANS INCLUDED IN THE TRUST FUND, AS OF THE CUT-OFF DATE
REPRESENTED BY THE AGGREGATE PRINCIPAL BALANCE OF THE RELATED MORTGAGE
LOANS AS OF THE CUT-OFF DATE.
o TWO (2) MORTGAGE LOANS, THE NGP RUBICON GSA POOL MORTGAGE LOAN AND THE
1000 & 1100 WILSON MORTGAGE LOAN, ARE BOTH PART OF A SPLIT LOAN
STRUCTURE WHERE ONE (1) COMPANION LOAN THAT IS PART OF THE RELATED
SPLIT LOAN STRUCTURE IS PARI PASSU IN RIGHT OF ENTITLEMENT TO PAYMENT
WITH THE RELATED MORTGAGE LOAN. CERTAIN OTHER MORTGAGE LOANS ARE EACH
PART OF A SPLIT LOAN STRUCTURE IN WHICH THE RELATED COMPANION LOANS
ARE SUBORDINATE TO THE RELATED MORTGAGE LOANS. AMOUNTS ATTRIBUTABLE TO
ANY COMPANION LOAN WILL NOT BE ASSETS OF THE TRUST FUND AND WILL BE
BENEFICIALLY OWNED BY THE HOLDER OF SUCH COMPANION LOAN.
o ALL NUMERICAL OR STATISTICAL INFORMATION CONCERNING THE MORTGAGE LOANS
INCLUDED IN THE TRUST FUND IS PROVIDED ON AN APPROXIMATE BASIS AND
EXCLUDES INFORMATION ON THE SUBORDINATE COMPANION LOANS.
S-5
OVERVIEW OF THE CERTIFICATES
The table below lists certain summary information concerning the Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2005-C21, which we are offering pursuant to the accompanying prospectus
and this prospectus supplement. Each certificate represents an interest in the
mortgage loans included in the trust fund and the other assets of the trust
fund. The table also describes the certificates that are not offered by this
prospectus supplement (other than the Class Z, Class R-I and Class R-II
certificates) which have not been registered under the Securities Act of 1933,
as amended, and which will be sold to investors in private transactions.
CLOSING DATE
CERTIFICATE PERCENTAGE
BALANCE OR OF CUT-OFF
NOTIONAL DATE POOL CREDIT
CLASS AMOUNT(1) BALANCE SUPPORT
- ---------------- --------------------- ------------ ------------
Class A-1 ...... $ 69,560,000 2.124% 30.000%
Class A-2PFL ... $ 428,194,000(4) 13.072% 30.000%
Class A-2C ..... $ 178,951,000 5.463% 30.000%
Class A-3 ...... $ 184,152,000 5.622% 30.000%
Class A-PB ..... $ 148,510,000 4.534% 30.000%
Class A-4 ...... $ 892,268,000 27.240% 30.000%
Class A-1A ..... $ 391,296,000 11.946% 30.000%
Class A-MFL .... $ 100,000,000(8) 3.053% 20.000%
Class A-MFX..... $ 227,562,000 6.947% 20.000%
Class A-J ...... $ 217,009,000 6.625% 13.375%
Class B ........ $ 65,513,000 2.000% 11.375%
Class C ........ $ 32,756,000 1.000% 10.375%
Class D ........ $ 61,418,000 1.875% 8.500%
Class E ....... $ 36,850,000 1.125% 7.375%
Class F ....... $ 40,945,000 1.250% 6.125%
Class G ....... $ 32,757,000 1.000% 5.125%
Class H ....... $ 40,945,000 1.250% 3.875%
Class J ....... $ 16,378,000 0.500% 3.375%
Class K ....... $ 16,378,000 0.500% 2.875%
Class L ....... $ 16,378,000 0.500% 2.375%
Class M ....... $ 8,189,000 0.250% 2.125%
Class N ....... $ 12,284,000 0.375% 1.750%
Class O ....... $ 8,189,000 0.250% 1.500%
Class P ....... $ 49,134,482 1.500% 0.000%
Class X-P ..... $ 3,143,967,000 N/A N/A
Class X-C ..... $ 3,275,616,482 N/A N/A
INITIAL WEIGHTED CASH FLOW EXPECTED
PASS-THROUGH PASS- AVERAGE OR PRINCIPAL S&P/
RATE THROUGH LIFE WINDOW MOODY'S/FITCH
CLASS DESCRIPTION RATE (YEARS)(2) (MON./YR.)(2) RATING(3)
- ---------------- -------------- --------- ------------ ---------------- ------------------
Class A-1 ...... Fixed % 2.70 11/05 -- 06/10 AAA/Aaa/AAA
Class A-2PFL ... Floating(5) % 4.76 06/10 -- 09/10 AAA/Aaa/AAA(6)
Class A-2C ..... Fixed % 4.95 09/10 -- 10/10 AAA/Aaa/AAA
Class A-3 ...... Fixed % 6.82 08/12 -- 09/12 AAA/Aaa/AAA
Class A-PB ..... Fixed % 7.46 10/10 -- 06/15 AAA/Aaa/AAA
Class A-4 ...... Fixed(7) % 9.76 06/15 -- 08/15 AAA/Aaa/AAA
Class A-1A ..... Fixed(7) % 8.78 11/05 -- 09/15 AAA/Aaa/AAA
Class A-MFL .... Floating(9) % 9.88 09/15 -- 09/15 AAA/Aaa/AAA(10)
Class A-MFX..... Fixed(7) % 9.88 09/15 -- 09/15 AAA/Aaa/AAA
Class A-J ...... Fixed(7) % 9.95 09/15 -- 10/15 AAA/Aaa/AAA
Class B ........ WAC(11) % 9.97 10/15 -- 10/15 AA/Aa2/AA
Class C ........ WAC(12) % 9.97 10/15 -- 10/15 AA-/Aa3/AA-
Class D ........ WAC(13) % 9.97 10/15 -- 10/15 A/A2/A
Class E ....... WAC(13) % (14) (14) A-/A3/A-
Class F ....... WAC(13) % (14) (14) BBB+/Baa1/BBB+
Class G ....... WAC(13) % (14) (14) BBB/Baa2/BBB
Class H ....... WAC(13) % (14) (14) BBB-/Baa3/BBB-
Class J ....... Fixed(7) % (14) (14) BB+/Ba1/BB+
Class K ....... Fixed(7) % (14) (14) BB/Ba2/BB
Class L ....... Fixed(7) % (14) (14) BB-/NR/BB-
Class M ....... Fixed(7) % (14) (14) B+/NR/NR
Class N ....... Fixed(7) % (14) (14) B/NR/NR
Class O ....... Fixed(7) % (14) (14) B-/NR/NR
Class P ....... Fixed(7) % (14) (14) NR/NR/NR
Class X-P ..... WAC-IO(15) % (15) (15) AAA/Aaa/AAA
Class X-C ..... WAC-IO(15) % (15) (15) AAA/Aaa/AAA
- ----------
(1) Subject to a permitted variance of plus or minus 5.0%.
(2) Based on no prepayments and the other assumptions set forth under "YIELD
AND MATURITY CONSIDERATIONS--Weighted Average Life" in this prospectus
supplement.
(3) By each of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Fitch,
Inc. See "RATINGS" in this prospectus supplement.
(4) The certificate balance of the Class A-2PFL certificates will be equal to
the certificate balance of the Class A-2PFL regular interest. See
"DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
(5) 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 this 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 this prospectus supplement.
(6) 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 this prospectus supplement.
S-6
(7) 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
(calculated as described in this prospectus supplement) for that date.
(8) The certificate balance of the Class A-MFL certificates will be equal to
the certificate balance of the Class A-MFL regular interest. See
"DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
(9) The pass-through rate applicable to the Class A-MFL certificates on each
distribution date will be a per annum rate equal to LIBOR plus %;
provided that interest payments on the Class A-MFL certificates will be
reduced on each distribution date by an amount corresponding to the
excess, if any, of (i) interest payments calculated on the principal
balance of the Class A-MFL certificates at % per annum over (ii)
interest payments calculated at a per annum rate equal to the applicable
weighted average net mortgage rate (calculated as described herein) for
the distribution date. In addition, under certain circumstances described
in this prospectus supplement, the pass-through rate applicable to the
Class A-MFL certificates may convert to a fixed rate equal to % per
annum, subject to a maximum pass-through rate equal to the weighted
average net mortgage rate (calculated as described herein) 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 this prospectus supplement.
(10) The ratings assigned to the Class A-MFL certificates only reflect the
receipt of a fixed rate of interest at a rate of % per annum, subject
to a maximum pass-through rate equal to the weighted average net mortgage
rate (calculated as described herein) for the distribution date. See
"RATINGS" in this prospectus supplement.
(11) The pass-through rate applicable to the Class B certificates for any
distribution date will be equal to the weighted average net mortgage rate
(calculated as described in this prospectus supplement) minus % for
that date.
(12) The pass-through rate applicable to the Class C certificates for any
distribution date will be equal to the weighted average net mortgage rate
(calculated as described in this prospectus supplement) minus % for
that date.
(13) The pass-through rates applicable to the Class D, Class E, Class F, Class
G and Class H certificates for any distribution date will be equal to the
weighted average net mortgage rate (calculated as described in this
prospectus supplement) for that date.
(14) Not offered by this prospectus supplement. Any information we provide
herein regarding the terms of these certificates is provided only to
enhance your understanding of the offered certificates.
(15) The Class X-C and Class X-P certificates are not offered by this
prospectus supplement. Any information we provide in this prospectus
supplement regarding the terms of these certificates is provided only to
enhance your understanding of the offered certificates. The Class X-C and
Class X-P certificates will not have certificate balances and their
holders will not receive distributions of principal, but these holders
are entitled to receive payments of the aggregate interest accrued on the
notional amount of the Class X-C or Class X-P certificates, as the case
may be, as described in this prospectus supplement. The interest rates
applicable to the Class X-C and Class X-P certificates for each
distribution date will be as described in this prospectus supplement. See
"DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus
supplement.
[ ] Offered certificates
[ ] Private certificates
S-7
THE PARTIES
THE TRUST FUND................ The trust fund will be created on or about
the closing date pursuant to a pooling and
servicing agreement, dated as of October 1,
2005, by and among the depositor, the master
servicer, the special servicer and the trustee.
THE DEPOSITOR................. Wachovia Commercial Mortgage Securities, Inc.
We are a wholly owned subsidiary of Wachovia
Bank, National Association, which is one of the
mortgage loan sellers, the Class A-2PFL swap
counterparty, the Class A-MFL swap
counterparty, the master servicer, the master
servicer under the pooling and servicing
agreement entered into in connection with the
issuance of the Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-C20,
under which the NGP Rubicon GSA Pool whole loan
and the 1000 & 1100 Wilson whole loan are
serviced, and an affiliate of one of the
underwriters. Our principal executive office is
located at 301 South College Street, Charlotte,
North Carolina 28288-0166 and our telephone
number is (704) 374-6161. Neither we nor any of
our affiliates have insured or guaranteed the
offered certificates. For more detailed
information, see "THE DEPOSITOR" in the
accompanying prospectus.
On the closing date, we will sell the mortgage
loans and related assets to be included in the
trust fund to the trustee to create the trust
fund.
THE ISSUER.................... The trust fund to be established under the
pooling and servicing agreement. For more
detailed information, see "DESCRIPTION OF THE
CERTIFICATES" in this prospectus supplement and
the accompanying prospectus.
THE MORTGAGE LOAN SELLERS..... Wachovia Bank, National Association, Nomura
Credit & Capital, Inc. and Artesia Mortgage
Capital Corporation. For more information, see
"DESCRIPTION OF THE MORTGAGE POOL--The Mortgage
Loan Sellers" in this prospectus supplement.
The mortgage loan sellers will sell and assign
to us on the closing date the mortgage loans to
be included in the trust fund. See "DESCRIPTION
OF THE MORTGAGE POOL--Representations and
Warranties; Repurchases and Substitutions" in
this prospectus supplement.
PERCENTAGE PERCENTAGE OF PERCENTAGE OF
NUMBER OF AGGREGATE OF CUT-OFF CUT-OFF DATE CUT-OFF DATE
MORTGAGE CUT-OFF DATE DATE POOL GROUP 1 GROUP 2
MORTGAGE LOAN SELLER LOANS BALANCE BALANCE BALANCE BALANCE
- ------------------------------------- ----------- ----------------- ------------ --------------- --------------
Wachovia Bank, National Association . 137 $2,326,384,026 71.0% 75.9% 35.4%
Nomura Credit & Capital, Inc. ....... 81 670,523,007 20.5 15.9 54.0
Artesia Mortgage Capital Corporation 15 278,709,450 8.5 8.2 10.6
--- -------------- ----- ----- -----
TOTAL .............................. 233 $3,275,616,483 100.0% 100.0% 100.0%
=== ============== ===== ===== =====
S-8
THE MASTER SERVICER........... Wachovia Bank, National Association. The
master servicer is our affiliate, one of the
mortgage loan sellers, the Class A-2PFL swap
counterparty, the Class A-MFL swap counterparty
and an affiliate of one of the underwriters.
The master servicer will be primarily
responsible for collecting payments and
gathering information with respect to the
mortgage loans included in the trust fund and
the companion loans which are not part of the
trust fund; provided, however, the NGP Rubicon
GSA Pool whole loan and the 1000 & 1100 Wilson
whole loan will be serviced under the pooling
and servicing agreement entered into in
connection with the issuance of the Wachovia
Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series
2005-C20. The Master Servicer under the
2005-C20 pooling and servicing agreement is
Wachovia Bank, National Association. See
"SERVICING OF THE MORTGAGE LOANS--The Master
Servicer and the Special Servicer" in this
prospectus supplement.
THE SPECIAL SERVICER.......... Initially, LNR Partners, Inc. The special
servicer will be responsible for performing
certain servicing functions with respect to the
mortgage loans included in the trust fund and
the companion loans which are not part of the
trust fund that, in general, are in default or
as to which default is imminent; provided,
however, the NGP Rubicon GSA Pool whole loan
and the 1000 & 1100 Wilson whole loan will be
specially serviced (during those periods where
special servicing is required, if at all) under
the pooling and servicing agreement entered
into in connection with the issuance of the
Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates,
Series 2005-C20. The Special Servicer under the
2005-C20 pooling and servicing agreement is
CWCapital Asset Management LLC. Some holders of
certificates (initially the holder of the Class
P certificates with respect to each mortgage
loan other than the NGP Rubicon GSA Pool
mortgage loan, the 1000 & 1100 Wilson mortgage
loan and the Metropolitan Square mortgage loan)
will have the right to replace the special
servicer and to select a representative who may
advise and direct the special servicer and
whose approval is required for certain actions
by the special servicer under certain
circumstances. With respect to the Metropolitan
Square mortgage loan, the holder of the
subordinate companion loan related to the whole
loan may appoint or remove the special servicer
with respect to the Metropolitan Square
mortgage loan, subject to certain conditions.
It is anticipated that DSHI Opco LLC, an
affiliate of LNR Partners, Inc., will purchase
certain non-offered classes of certificates
(including the Class P certificates). See
"SERVICING OF THE MORTGAGE LOANS--The Master
Servicer and the Special Servicer" in this
prospectus supplement.
S-9
THE TRUSTEE................... Wells Fargo Bank, N.A. The trustee will be
responsible for (among other things)
distributing payments to certificateholders and
delivering to certificateholders certain
reports on the mortgage loans included in the
trust fund and the certificates. See
"DESCRIPTION OF THE CERTIFICATES--The Trustee"
in this prospectus supplement.
THE CLASS A-2PFL SWAP
COUNTERPARTY AND THE
CLASS A-MFL SWAP
COUNTERPARTY................. Wachovia Bank, National Association, one of
the mortgage loan sellers, the master servicer,
an affiliate of one of the underwriters and the
master servicer under the pooling and servicing
agreement entered into in connection with the
issuance of the Wachovia Bank Commercial
Mortgage Pass-Through Certificates, Series
2005-C20, under which the NGP Rubicon GSA Pool
whole loan and the 1000 & 1100 Wilson whole
loan is serviced. The long term senior
unsecured debt of Wachovia Bank, National
Association is currently rated "Aa3", "A+" and
"AA-" by Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.,
Moody's Investors Service, Inc. and Fitch,
Inc., respectively.
THE 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. Wachovia Capital Markets, LLC is
our affiliate and is an affiliate of Wachovia
Bank, National Association, which is the master
servicer, the Class A-2PFL swap counterparty,
the Class A-MFL swap counterparty and one of
the mortgage loan sellers. Wachovia Capital
Markets, LLC and Nomura Securities
International, Inc. are acting as co-lead
managers for this offering. Nomura Securities
International, Inc. is acting as sole
bookrunner with respect to % of the Class
certificates. Wachovia Capital Markets, LLC
is acting as sole bookrunner with respect to
the remainder of the Class certificates and
all other classes of offered certificates.
Citigroup Global Markets Inc., Credit Suisse
First Boston LLC, Deutsche Bank Securities Inc.
and Goldman, Sachs & Co. are acting as
co-managers for this offering.
IMPORTANT DATES AND PERIODS
CLOSING DATE.................. On or about October 27, 2005.
CUT-OFF DATE.................. For 230 mortgage loans, representing 99.2% of
the mortgage pool (166 mortgage loans in loan
group 1 or 99.4% and 64 mortgage loans in loan
group 2 or 97.3%), October 11, 2005; and for 3
mortgage loans, representing 0.8% of the
mortgage pool (1 mortgage loan in loan group 1
or 0.6% and 2 mortgage loans in loan group 2 or
2.7%), October 6, 2005. The cut-off date
balance of each mortgage loan included in
S-10
the trust fund and each cut-off date
certificate balance in this prospectus
supplement assumes the timely receipt of
principal scheduled to be paid (if any) on
each mortgage loan and no defaults,
delinquencies or prepayments on any mortgage
loan as of the related cut-off date.
DISTRIBUTION DATE............. The fourth business day following the related
determination date, commencing in 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 in November 2005.
COLLECTION PERIOD............. For any distribution date, the period
beginning on the 12th day in the immediately
preceding month (or the day after the
applicable cut-off date in the case of the
first collection period) through and including
the 11th day of the month in which the
distribution date occurs. Notwithstanding the
foregoing, in the event that the last day of a
collection period is not a business day, any
payments with respect to the mortgage loans
which relate to such collection period and are
received on the business day immediately
following such last day will be deemed to have
been received during such collection period and
not during any other collection period.
THE CERTIFICATES
OFFERED CERTIFICATES.......... We are offering to you the following 13
classes of certificates of our Commercial
Mortgage Pass-Through Certificates, Series
2005-C21 pursuant to this prospectus
supplement:
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
Class D
PRIORITY OF DISTRIBUTIONS..... On each distribution date, the owners of the
certificates will be entitled to distributions
of payments or other collections on the
mortgage loans that the master servicer
collected or that the master servicer and/or
the trustee advanced during or with respect to
the related collection period after deducting
certain fees and expenses. For purposes of
making certain distributions to the Class A-1,
Class A-2C, Class A-3, Class A-PB, Class A-4
and Class A-1A certificates and the Class
S-11
A-2PFL regular interest, the mortgage pool
will be deemed to consist of 2 loan groups:
o Loan group 1 will consist of (i) all of the
mortgage loans that are not secured by
multifamily properties and/or mobile home
park properties, (ii) 14 mortgage loans
that are secured by multifamily properties
and (iii) 13 mortgage loans that are
secured by mobile home park properties.
o Loan group 2 will consist of 62 mortgage
loans that are secured by multifamily
properties and 4 mortgage loans that are
secured by mobile home park properties.
Annex A to this prospectus supplement sets
forth the loan group designation for each
mortgage loan. The trustee will distribute
amounts to the extent that the money is
available, in the following order of priority,
to pay:
Interest, concurrently (i) pro rata, on the
Class A-1, Class A-2C, Class A-3, Class A-PB
and Class A-4 certificates and the Class
A-2PFL regular interest from the portion of
money available attributable to mortgage
loans in loan group 1, (ii) on the Class A-1A
certificates from the portion of money
available attributable to mortgage loans in
loan group 2, and (iii) pro rata, on the
Class X-C and Class X-P certificates from any
and all money attributable to the mortgage
pool; provided, however, if on any
distribution date, the money available on
such distribution date is insufficient to pay
in full the total amount of interest to be
paid to any of the classes as described
above, money available with respect to the
entire mortgage pool will be allocated among
all those classes pro rata.
Principal of the Class A-PB certificates, up
to the principal distribution amount related
to loan group 1, until the certificate
balance of the Class A-PB certificates is
reduced to the planned principal balance set
forth in the table on Annex D to this
prospectus supplement, and, after the Class
A-1A certificate balance has been reduced to
zero, the principal distribution amount
relating to loan group 2 remaining after
payments to the Class A-1A certificates have
been made, until the certificate balance of
the Class A-PB certificates is reduced to the
planned principal balance set forth in the
table on Annex D to this prospectus
supplement.
S-12
After distributions of principal have been
made from the principal distribution amount
relating to loan group 1 to the Class A-PB
certificates as set forth in the priority
immediately preceding, principal of the Class
A-1 certificates, up to the remaining
principal distribution amount relating to
loan group 1 and, after the Class A-1A
certificate balance has been reduced to zero,
the principal distribution amount relating to
loan group 2 remaining after payments to the
Class A-1A and Class A-PB certificates have
been made, until their certificate balance is
reduced to zero.
After distributions of principal have been
made from the principal distribution amount
relating to loan group 1 to the Class A-PB
and Class A-1 certificates as set forth in
the immediately preceding priorities, (i)
principal (other than principal collected in
connection with the prepayment of any
mortgage loan prior to the distribution date
in June 2010) of the Class A-2PFL regular
interest up to the portion of the remaining
principal distribution amount relating to
loan group 1 attributable to that principal
and, after the Class A-1A certificate balance
has been reduced to zero, the portion of the
principal distribution amount relating to
loan group 2 attributable to that principal
remaining after payments to the Class A-1A,
Class A-PB and Class A-1 certificates have
been made, until their certificate balance is
reduced to zero, and (ii) principal
(collected in connection with the prepayment
of any mortgage loan prior to the
distribution date in June 2010) of the Class
A-2C certificates up to the portion of the
remaining principal distribution amount
relating to loan group 1 attributable to that
principal and, after the Class A-1A
certificate balance has been reduced to zero,
the portion of the principal distribution
amount relating to loan group 2 attributable
to that principal remaining after payments to
the Class A-1A, Class A-PB and Class A-1
certificates have been made, until their
certificate balance is reduced to zero.
S-13
After distributions of principal have been
made from the principal distribution amount
relating to loan group 1 to the Class A-PB
and Class A-1 certificates and the Class
A-2PFL regular interest as set forth in the
immediately preceding priorities, principal
of the Class A-2C certificates, up to the
remaining principal distribution amount
relating to loan group 1 and, after the Class
A-1A certificate balance has been reduced to
zero, the principal distribution amount
relating to loan group 2 remaining after
payments to the Class A-1A, Class A-PB and
Class A-1 certificates and the Class A-2PFL
regular interest have been made, until their
certificate balance is reduced to zero.
After distributions of principal have been
made from the principal distribution amount
relating to loan group 1 to the Class A-PB,
Class A-1, Class A-2C certificates and the
Class A-2PFL regular interest as set forth in
the immediately preceding priorities,
principal of the Class A-3 certificates, up
to the remaining principal distribution
amount relating to loan group 1 and, after
the Class A-1A certificate balance has been
reduced to zero, the principal distribution
amount relating to loan group 2 remaining
after payments to the Class A-1A, Class A-PB,
Class A-1, Class A-2C certificates and the
Class A-2PFL regular interest have been made,
until their certificate balance is reduced to
zero.
After distributions of principal have been
made from the principal distribution amount
related to loan group 1 to the Class A-PB,
Class A-1, Class A-2C and Class A-3
certificates and the Class A-2PFL regular
interest as set forth in the immediately
preceding priorities, principal of the Class
A-PB certificates up to the remaining
principal distribution amount relating to
loan group 1 and, after the Class A-1A
certificate balance has been reduced to zero,
the principal distribution amount relating to
loan group 2 remaining after payments to the
Class A-1A, Class A-PB, Class A-1, Class A-2C
and Class A-3 certificates and the Class
A-2PFL regular interest have been made, until
their certificate balance is reduced to zero.
S-14
After distributions of principal have been
made from the principal distribution amount
related to loan group 1 to the Class A-1,
Class A-2C, Class A-3 and Class A-PB
certificates and the Class A-2PFL regular
interest as set forth in the immediately
preceding priorities, principal of the Class
A-4 certificates, up to the remaining
principal distribution amount relating to
loan group 1 and, after the Class A-1A
certificate balance has been reduced to zero,
the principal distribution amount relating to
loan group 2 remaining after payments to the
Class A-1A, Class A-PB, Class A-1, Class A-2C
and Class A-3 certificates and the Class
A-2PFL regular interest have been made, until
their certificate balance is reduced to zero.
Principal of the Class A-1A certificates, up
to the principal distribution amount relating
to loan group 2 and, after the certificate
balances of the Class A-1, Class A-2C, Class
A-3, Class A-PB and Class A-4 certificates
and the Class A-2PFL regular interest have
each been reduced to zero, the principal
distribution amount relating to loan group 1
remaining after payments to the Class A-1,
Class A-2C, Class A-3, Class A-PB and Class
A-4 certificates and the Class A-2PFL regular
interest have been made, until their
certificate balance is reduced to zero.
Reimbursement 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, pro rata, for any realized
loss and trust fund expenses borne by such
certificates or regular interest.
Interest, pro rata, on the Class A-MFL
regular interest and the Class A-MFX
certificates.
Principal, pro rata, on the Class A-MFL
regular interest and the Class A-MFX
certificates, up to the principal
distribution amount, until their certificate
balance is reduced to zero.
S-15
Reimbursement to the Class A-MFL regular
interest and the Class A-MFX certificates,
pro rata, for any realized losses and trust
fund expenses borne by such regular interest.
Interest on the Class A-J certificates.
Principal of the Class A-J certificates, up
to the principal distribution amount, until
their certificate balance is reduced to zero.
Reimbursement to the Class A-J certificates
for any realized losses and trust fund
expenses borne by such class.
Interest on the Class B certificates.
Principal of the Class B certificates, up to
the principal distribution amount, until
their certificate balance is reduced to zero.
Reimbursement to the Class B certificates for
any realized losses and trust fund expenses
borne by such class.
Interest on the Class C certificates.
Principal of the Class C certificates, up to
the principal distribution amount, until
their certificate balance is reduced to zero.
Reimbursement to the Class C certificates for
any realized losses and trust fund expenses
borne by such class.
Interest on the Class D certificates.
S-16
Principal of the Class D certificates, up to
the principal distribution amount, until
their certificate balance is reduced to zero.
Reimbursement to the Class D certificates for
any realized losses and trust fund expenses
borne by such class.
If, on any distribution date, the certificate
balances of the Class A-MFL regular interest
and the Class A-MFX through Class P
certificates have been reduced to zero, but
any two or more of the Class A-1, Class A-2C,
Class A-3, Class A-PB, Class A-4 and Class
A-1A certificates and the Class A-2PFL regular
interest remain outstanding, distributions of
principal (other than distributions of
principal otherwise allocable to reduce the
certificate balance of the Class A-PB
certificates to the planned principal amount
set forth in the table on Annex D to this
prospectus supplement) and interest will be
made, pro rata, to the outstanding Class A-1,
Class A-2C, Class A-3, Class A-PB, Class A-4
and Class A-1A certificates and the Class
A-2PFL regular interest; provided, however
that distributions of principal attributable
to prepayments on the mortgage loans collected
before June 2010 and otherwise payable to the
Class A-2PFL regular interest will be
distributed in respect of the Class A-2C
certificates until their certificate balance
is reduced to zero. See "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this
prospectus supplement.
No companion loan will be part of the trust
fund, and amounts received with respect to any
companion loan will not be available for
distributions to holders of any certificates.
INTEREST...................... On each distribution date, each class of
certificates (other than the Class Z, Class R-I
and Class R-II certificates), the Class A-2PFL
regular interest and the Class A-MFL regular
interest will be entitled to receive:
o for each class of these certificates and
the Class A-2PFL regular interest and the
Class A-MFL regular interest, one month's
interest at the applicable pass-through
rate accrued during the calendar month
prior to the related distribution date, on
the certificate balance or notional amount,
as applicable, of each class of these
certificates or the Class A-2PFL regular
interest or the Class A-MFL regular
interest immediately prior to that
distribution date;
o plus any interest that this class of
certificates or the Class A-2PFL regular
interest or the Class A-MFL regular
interest was entitled to receive on all
prior distribution dates to the extent not
received;
S-17
o minus (other than in the case of the Class
X-C and Class X-P certificates) that class'
share of any shortfalls in interest
collections due to prepayments on mortgage
loans included in the trust fund that are
not offset by certain payments made by the
master servicer; and
o minus (other than in the case of the Class
X-C and Class X-P certificates) that class'
allocable share of any reduction in
interest accrued on any mortgage loan as a
result of a modification that reduces the
related mortgage rate and allows the
reduction in accrued interest to be added
to the stated principal balance of the
mortgage loan.
As reflected in the chart under "--Priority of
Distributions" above, so long as funds are
sufficient on any distribution date to make
distributions of all interest on that
distribution date to the Class A-1, Class
A-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, interest
distributions on 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 be based upon amounts available
relating to mortgage loans in loan group 1 and
interest distributions on the Class A-1A
certificates will be based upon amounts
available relating to mortgage loans in loan
group 2.
See "DESCRIPTION OF THE CERTIFICATES--
Certificate Balances and Notional Amounts" and
"--Distributions" in this prospectus
supplement.
The Class X-C and Class X-P certificates will
be entitled to distributions of interest only
on their respective notional amounts. The
notional amounts of each of these classes of
certificates are calculated as described under
"DESCRIPTION OF THE CERTIFICATES--Certificate
Balances and Notional Amounts" in this
prospectus supplement.
The Class X-C and Class X-P certificates will
accrue interest at a rate as described under
"--Pass-Through Rates" below.
The certificates (other than the Class A-2PFL,
Class A-MFL, Class Z, Class R-I and Class R-II
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 as described in this
prospectus supplement, 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.
S-18
The interest accrual period with respect to
any distribution date and any class of
certificates (other than the Class A-2PFL,
Class A-MFL, Class Z, Class R-I and Class R-II
certificates) and the Class A-2PFL regular
interest and the Class A-MFL regular interest
is the calendar month preceding the month in
which such distribution date occurs. The
interest accrual period with respect to the
Class A-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,
calculated on the basis of the actual number
of days in such interest accrual period and
assuming each year has 360 days, provided that
if the pass through rate converts to a fixed
rate as described in this prospectus
supplement, such interest accrual period and
interest calculation method will be the same
as that of the Class A-2PFL regular interest
and the Class A-MFL regular interest,
respectively.
As reflected in the chart under "--Priority of
Distributions" beginning on page S-11 above,
on each distribution date, the trustee will
distribute interest to the holders of the
offered certificates and the Class X-C and
Class X-P certificates:
o first, pro rata, to the Class X-C, Class
X-P, Class A-1, Class A-2C, Class A-3,
Class A-PB, Class A-4 and Class A-1A
certificates and the Class A-2PFL regular
interest as described above under
"--Priority of Distributions", and then to
each other class of offered certificates in
order of priority of payment; and
o only to the extent funds remain after the
trustee makes all distributions of interest
and principal required to be made on such
date to each class of certificates or
regular interest with a higher priority of
distribution.
You may, in certain circumstances, also
receive distributions of prepayment premiums
and yield maintenance charges collected on the
mortgage loans included in the trust fund.
These distributions are in addition to the
distributions of principal and interest
described above. See "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this
prospectus supplement.
PASS-THROUGH RATES............ The pass-through rate for each class of
certificates (other than the Class X-C, Class
X-P, Class Z, Class R-I and Class R-II
certificates) on each distribution date is set
forth above under "OVERVIEW OF THE
CERTIFICATES" in this prospectus supplement.
The pass-through rate applicable to the Class
X-C certificates and Class X-P certificates is
described under "DESCRIPTION OF THE
CERTIFICATES--Pass-Through Rates" in this
prospectus supplement.
S-19
The weighted average net mortgage rate for
each distribution date is the weighted average
of the net mortgage rates for the mortgage
loans included in the trust fund as of the
beginning of the related collection period,
weighted on the basis of their respective
stated principal balances immediately
following the preceding distribution date;
provided that, for the purpose of determining
the weighted average net mortgage rate only,
if the mortgage rate for any mortgage loan
included in the trust fund has been modified
in connection with a bankruptcy or similar
proceeding involving the related borrower or a
modification, waiver or amendment granted or
agreed to by the special servicer, the
weighted average net mortgage rate for that
mortgage loan will be calculated without
regard to that event. The net mortgage rate
for each mortgage loan included in the trust
fund will generally equal:
o the mortgage interest rate in effect for
that mortgage loan as of the closing date;
minus
o the applicable administrative cost rate, as
described in this prospectus supplement.
For the purpose of calculating the weighted
average net mortgage rate, the mortgage rate
of each mortgage loan will be deemed adjusted
as described under "DESCRIPTION OF THE
CERTIFICATES--Pass-Through Rates" in this
prospectus supplement.
The stated principal balance of each mortgage
loan included in the trust fund will generally
equal the principal balance of that mortgage
loan as of the cut-off date, reduced as of any
date of determination (to not less than zero)
by:
o the portion of the principal distribution
amount for the related distribution date
that is attributable to that mortgage loan;
and
o the principal portion of any realized loss
incurred in respect of that mortgage loan
during the related collection period.
The stated principal balance of any mortgage
loan as to which the mortgage rate is reduced
through a modification may be increased in
certain circumstances by the amount of the
resulting interest reduction. See "DESCRIPTION
OF THE CERTIFICATES--Pass-Through Rates" in
this prospectus supplement.
PRINCIPAL DISTRIBUTION........ On the closing date, each class of
certificates (other than the Class X-C, Class
X-P, Class Z, Class R-I and Class R-II
certificates) will have the certificate balance
set forth above under "OVERVIEW OF THE
CERTIFICATES" and the Class A-2PFL regular
interest and the Class A-MFL regular interest
will have a notional amount equal to the
certificate balance of the Class A-2PFL
Certificates and the Class A-MFL certificates,
respectively. The certificate balance or
S-20
notional amount for each class of
certificates, the Class A-2PFL regular
interest and the Class A-MFL regular interest
entitled to receive principal may be reduced
by:
o distributions of principal; and
o allocations of realized losses and trust
fund expenses.
The certificate balance or notional amount of
a class of certificates or the Class A-2PFL
regular interest or the Class A-MFL regular
interest may be increased in certain
circumstances by the allocation of any
increase in the stated principal balance of
any mortgage loan resulting from the reduction
of the related mortgage rate through
modification. See "DESCRIPTION OF THE
CERTIFICATES--Certificate Balances and
Notional Amounts" in this prospectus
supplement.
The Class X-C and Class X-P certificates do
not have principal balances and will not
receive distributions of principal.
As reflected in the chart under "--Priority of
Distributions" above:
o generally, the Class A-1, Class A-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 principal balance of the Class
A-4 certificates has been reduced to zero;
provided, however, 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 not be entitled to
distributions of principal from either loan
group 1 or loan group 2 until the
certificate principal balance of the Class
A-PB certificates is reduced to the planned
principal balance set forth on Annex D to
this prospectus supplement;
o principal is distributed to each class of
certificates and regular interests entitled
to receive distributions of principal in
the order described in "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this
prospectus supplement;
o principal is only distributed on a related
class of certificates or regular interest
to the extent funds remain after the
trustee makes all distributions of
principal and interest on those classes of
certificates and regular interests with a
higher priority of distribution as
described under "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this
prospectus supplement;
S-21
o generally, no class of certificates or
regular interest is entitled to
distributions of principal until the
certificate balance of each class of
certificates and regular interest with a
higher priority of distribution as
described under "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this
prospectus supplement has been reduced to
zero (except that with respect to
distributions of principal attributable to
prepayments on the mortgage loans otherwise
allocable to the Class A-2PFL regular
interest made prior to the distribution
date in June 2010, those distributions will
be allocated first to the Class A-2C
certificates until their certificate
balance is reduced to zero, and only then
to the Class A-2PFL regular interest);
o in no event will the holders of the Class
A-MFL regular interest or of the Class
A-MFX, Class A-J, Class B, Class C or Class
D certificates or the classes of
non-offered certificates be entitled to
receive any payments of principal until the
certificate balances of the Class A-1,
Class A-2C, Class A-3, Class A-PB, Class
A-4 and Class A-1A certificates and the
Class A-2PFL regular interest have all been
reduced to zero; and
o on any distribution date, distributions in
reduction of the certificate balance of the
Class A-2PFL certificates and the Class
A-MFL certificates will be made in an
amount equal to the amount of principal
distributed in respect of the Class A-2PFL
regular interest and the Class A-MFL
regular interest, respectively.
The amount of principal to be distributed for
each distribution date generally will be an
amount equal to:
o the scheduled principal payments (other
than balloon payments) due on the mortgage
loans included in the trust fund during the
related collection period whether or not
those scheduled payments are actually
received;
o balloon payments actually received with
respect to mortgage loans included in the
trust fund during the related collection
period;
o prepayments received with respect to the
mortgage loans included in the trust fund
during the related collection period,
except with respect to prepayments
otherwise allocable to Class A-2PFL regular
interest, which, in certain cases, are
first allocated to the Class A-2C
certificates; and
o all liquidation proceeds, insurance
proceeds, condemnation awards and
repurchase and substitution amounts
received during the related collection
period that are allocable to principal.
S-22
For purposes of making distributions 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, the principal
distribution amount for each loan group on any
distribution date will be equal to the sum of
the collections specified above but only to
the extent such amounts relate to the mortgage
loans comprising the specified loan group.
However, if the master servicer or the trustee
reimburses itself out of general collections
on the mortgage pool for any advance that it
or the special servicer has determined is not
recoverable out of collections on the related
mortgage loan and certain advances that are
determined not to be reimbursed currently in
connection with the work-out of a mortgage
loan, then those advances (together with
accrued interest thereon) will be deemed, to
the fullest extent permitted pursuant to the
terms of the pooling and servicing agreement,
to be reimbursed first out of payments and
other collections of principal otherwise
distributable on the principal balance
certificates, prior to, in the case of
nonrecoverable advances only, being deemed
reimbursed out of payments and other
collections of interest otherwise
distributable on the offered certificates.
SUBORDINATION; ALLOCATION OF
LOSSES AND CERTAIN EXPENSES... Credit support for any class of certificates
(other than the Class Z, Class R-I and Class
R-II certificates) is provided by the
subordination of payments and allocation of any
losses to such classes of certificates which
have a later priority of distribution (other
than the Class X-C and Class X-P certificates).
However, no class of Class A certificates
(other than the Class A-MFL, Class A-MFX and
Class A-J Certificates) will be subordinate to
any other class of Class A Certificates. The
certificate balance of a class of certificates
(other than the Class X-C, Class X-P, Class Z,
Class R-I and Class R-II certificates) or a
regular interest will be reduced on each
distribution date by any losses on the mortgage
loans that have been realized and certain
additional trust fund expenses actually
allocated to that class of certificates or
regular interest on that distribution date. In
addition, while mortgage loan losses will not
be directly allocated to the Class A-2PFL or
the Class A-MFL certificates, mortgage loan
losses may be allocated to the Class A-2PFL or
the Class A-MFL regular interest in reduction
of the notional amount of the Class A-2PFL or
the Class A-MFL regular interest, as
applicable, and the amount of its interest
entitlement, respectively. Any decrease in the
notional amount of the Class A-2PFL or the
Class A-MFL regular interest will result in a
corresponding decrease in the certificate
balance of the Class A-2PFL or the Class A-MFL
certificates, respectively, and any interest
shortfalls suffered by the Class A-2PFL or the
Class A-MFL regular interest will reduce the
amount of interest distributed on the Class
A-2PFL or the Class A-MFL
S-23
certificates, respectively, to the extent
described in this prospectus supplement.
Losses on the mortgage loans that have been
realized and additional trust fund expenses
will be allocated without regard to loan group
and will first be allocated to the
certificates (other than the Class X-C, Class
X-P, Class Z, Class R-I and Class R-II
certificates) that are not offered by this
prospectus supplement and then to the offered
certificates as indicated on the following
table:
ORDER OF
PERCENTAGE APPLICATION
ORIGINAL OF CUT-OFF OF LOSSES
CERTIFICATE DATE POOL AND
CLASS DESIGNATION BALANCE BALANCE EXPENSES
- ------------------------- --------------- ------------ ------------
Class A-1 ............. $ 69,560,000 2.124% 7
Class A-2PFL .......... $428,194,000 13.072% 7
Class A-2C ............ $178,951,000 5.463% 7
Class A-3 ............. $184,152,000 5.622% 7
Class A-PB ............ $148,510,000 4.534% 7
Class A-4 ............. $892,268,000 27.240% 7
Class A-1A ............ $391,296,000 11.946% 7
Class A-MFL ........... $100,000,000 3.053% 6
Class A-MFX ........... $227,562,000 6.947% 6
Class A-J ............. $217,009,000 6.625% 5
Class B ............... $ 65,513,000 2.000% 4
Class C ............... $ 32,756,000 1.000% 3
Class D ............... $ 61,418,000 1.875% 2
Other non-offered
certificates (excluding
the Class R-I,
Class R-II, Class X-C
and Class X-P
certificates) ........ $278,427,483 8.500% 1
Any losses realized on the mortgage loans
included in the trust fund or additional trust
fund expenses allocated in reduction of the
certificate balance of any class of sequential
pay certificates or regular interest will
result in a corresponding reduction in the
notional amount of the Class X-C certificates
and, with respect to the Class A-2C, Class
A-3, Class A-PB, Class A-4, Class A-MFX, Class
A-J, Class B, Class C, Class D, Class E, Class
F, Class G and Class H certificates, the Class
A-2PFL and Class A-MFL regular interests and
portions of the Class A-1 and Class A-1A
certificates, a corresponding reduction in the
notional amount of the Class X-P certificates.
Any losses and expenses that are associated
with each co-lender loan will be allocated in
accordance with the related intercreditor
agreement. Specifically, with regard to the
mortgage loans with a pari passu companion
loan, any losses and expenses that are
associated with the whole loans will be
allocated in accordance with the terms of the
related
S-24
intercreditor agreement, pro rata between the
mortgage loan (and therefore to the
certificates other than the Class X-C, Class
X-P, Class Z, Class R-I and Class R-II
certificates) and its related pari passu
companion loan. Further, with regard to the
mortgage loans with subordinate companion
loans, any losses and expenses that are
associated with the applicable whole loan will
be allocated, in accordance with the terms of
the related intercreditor agreement,
generally, first, to the subordinate companion
loan, and second, to the related mortgage
loan. The portions of those losses and
expenses that are allocated to the mortgage
loans that are included in the trust fund will
be allocated among the Series 2005-C21
certificates in the manner described above.
See "DESCRIPTION OF THE CERTIFICATES--Sub-
ordination; Allocation of Losses and Certain
Expenses" in this prospectus supplement.
PREPAYMENT PREMIUMS; YIELD
MAINTENANCE CHARGES.......... On each distribution date, any prepayment
premium or yield maintenance charge actually
collected during the related collection period
on a mortgage loan included in the trust fund
will be distributed to the holders of each
class of offered certificates (other than the
Class A-2PFL and Class A-MFL certificates), the
Class A-2PFL and Class A-MFL regular interests
and the Class E, Class F, Class G and Class H
certificates then entitled to distributions as
follows:
The holders of each class of offered
certificates (other than the Class A-2PFL and
Class A-MFL certificates), the Class A-2PFL
and Class A-MFL regular interests and the
Class E, Class F, Class G and Class H
certificates then entitled to distributions of
principal with respect to the related loan
group on that distribution date will generally
be entitled to a portion of prepayment
premiums or yield maintenance charges equal to
the product of:
o the amount of those prepayment premiums or
yield maintenance charges;
o a fraction (in no event greater than one),
the numerator of which is equal to the
excess, if any, of the pass-through rate of
that class of certificates over the
relevant discount rate, and the denominator
of which is equal to the excess, if any, of
the mortgage interest rate of the prepaid
mortgage loan over the relevant discount
rate; and
o a fraction, the numerator of which is equal
to the amount of principal distributable on
that class of certificates on that
distribution date, and the denominator of
which is the principal distribution amount
for that distribution date.
If there is more than one class of
certificates (or regular interest) entitled to
distributions of principal with respect to
S-25
the related loan group on any particular
distribution date on which a prepayment
premium or yield maintenance charge is
distributable, the aggregate amount of that
prepayment premium or yield maintenance charge
will be allocated among all such classes up
to, and on a pro rata basis in accordance
with, the foregoing entitlements.
For so long as the related swap contract is in
effect and there is no continuing payment
default under that related swap contract, any
prepayment premium or yield maintenance charge
distributable in respect of the Class A-2PFL
regular interest or the Class A-MFL regular
interest will be payable to the related swap
counterparty pursuant to the terms of the
applicable swap contract. If the related swap
contract is no longer in effect or if there is
a continuing payment default related to the
related swap contract, any yield maintenance
charges allocable to the Class A-2PFL regular
interest or the Class A-MFL regular interest,
respectively, will be paid to the holders of
the Class A-2PFL and Class A-MFL certificates,
as applicable.
The portion, if any, of the prepayment
premiums or yield maintenance charges
remaining after any payments described above
will be distributed as follows: (a) on or
before the distribution date in 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.
The "discount rate" applicable to any class of
offered certificates (other than the Class
A-2PFL and Class A-MFL certificates), the
Class A-2PFL and Class A-MFL regular interests
and the Class E, Class F, Class G and Class H
certificates will be equal to the discount
rate stated in the related mortgage loan
documents used in calculating the yield
maintenance charge with respect to such
principal prepayment. To the extent that a
discount rate is not stated therein, the
discount rate will equal the yield (when
compounded monthly) on the U.S. Treasury issue
with a maturity date closest to the maturity
date for the prepaid mortgage loan or mortgage
loan for which title to the related mortgaged
property was acquired by the trust fund.
o In the event that there are two or more
such U.S. Treasury issues with the same
coupon, the issue with the lowest yield
will be utilized; and
o In the event that there are two or more
such U.S. Treasury issues with maturity
dates equally close to the maturity date
for the prepaid mortgage loan, the issue
with the earliest maturity date will be
utilized.
S-26
EXAMPLES OF ALLOCATION OF PREPAYMENT PREMIUMS OR YIELD
MAINTENANCE CHARGES
Mortgage interest rate ......................... 8%
Pass-through rate for applicable class ......... 6%
Discount rate .................................. 5%
ALLOCATION
PERCENTAGE FOR ALLOCATION PERCENTAGE ALLOCATION PERCENTAGE
APPLICABLE CLASS FOR CLASS X-P FOR CLASS X-C
- --------------------- ----------------------- ----------------------
6% -- 5% = 33 1/3% (100% -- 33 1/3%) x (100% -- 33 1/3%) x
--------
8% -- 5% 60% = 40% 40% = 26 2/3%
See "DESCRIPTION OF THE CERTIFICATES--
Distributions--Allocation of Prepayment
Premiums and Yield Maintenance Charges" in
this prospectus supplement.
ALLOCATION OF
ADDITIONAL INTEREST........... On each distribution date, any additional
interest collected in respect of a mortgage
loan in the trust fund with an anticipated
repayment date during the related collection
period will be distributed to the holders of
the Class Z certificates. In each case, this
interest will not be available to provide
credit support for other classes of
certificates or offset any interest shortfalls.
ADVANCING OF PRINCIPAL
AND INTEREST.................. The master servicer is required to advance
delinquent scheduled payments of principal and
interest with respect to any mortgage loan
included in the trust fund unless the master
servicer or the special servicer determines
that the advance would not be recoverable from
proceeds of the related mortgage loan. If the
master servicer fails to make an advance as
described in the immediately preceding
sentence, the trustee is required to make a
principal and interest cash advance of such
scheduled payment of principal and interest.
The master servicer will not be required to
advance balloon payments due at maturity in
excess of regular periodic payments, interest
in excess of the mortgage loan's regular
interest rate or prepayment premiums or yield
maintenance charges. The amount of the interest
portion of any advance will be subject to
reduction to the extent that an appraisal
reduction of the related mortgage loan has
occurred. Notwithstanding the foregoing, with
respect to the 1000 & 1100 Wilson mortgage
loan, advances with respect to delinquent
payments of principal and/or interest will be
governed by the 2005-C20 pooling and servicing
agreement under similar (although not
identical) arrangements as described above with
respect to the other mortgage loans included in
the trust fund; provided that in the event that
the master servicer under the 2005-C20 pooling
and servicing agreement fails to make a
required advance of delinquent principal and/or
interest (i.e., an advance that is determined
to be recoverable) with respect to the 1000 &
1100 Wilson mortgage loan, the master servicer
(or the trustee, as applicable) will be
required to make that advance. See
S-27
"DESCRIPTION OF THE CERTIFICATES--P&I
Advances" in this prospectus supplement.
These cash advances are only intended to
maintain a regular flow of scheduled principal
and interest payments on the certificates and
are not intended to guarantee or insure
against losses. In other words, the advances
are intended to provide liquidity (rather than
credit enhancement) to certificateholders. To
the extent described in this prospectus
supplement, the trust fund will pay interest
to the master servicer or the trustee, as the
case may be, on the amount of any principal
and interest cash advance calculated at the
prime rate (provided, that no principal and/or
interest cash advance shall accrue interest
until after the expiration of any applicable
grace or cure period for the related scheduled
payment) and will reimburse the master
servicer or the trustee for any principal and
interest cash advances that are later
determined to be not recoverable. Neither the
master servicer nor the trustee will be
required to make a principal and interest cash
advance with respect to any subordinate
companion loan. Additionally, the trustee will
not be required to make a principal and
interest cash advance with respect to any
companion loan. Neither the master servicer
nor the trustee will be required to advance
any amounts due to be paid by the related swap
counterparty for a distribution to the Class
A-2PFL certificates or the Class A-MFL
certificates or be liable for any breakage,
termination or other costs owed by the trust
fund to the related swap counterparty. See
"DESCRIPTION OF THE CERTIFICATES--P&I
Advances" in this prospectus supplement.
OPTIONAL TERMINATION OF THE
TRUST FUND..................... The trust fund may be terminated when the
aggregate principal balance of the mortgage
loans included in the trust fund is less than
1.0% of the aggregate principal balance of the
pool of mortgage loans included in the trust
fund as of the cut-off date. See "DESCRIPTION
OF THE CERTIFICATES--Termination" in this
prospectus supplement and in the accompanying
prospectus.
The trust fund may also be terminated when the
Class A-1, Class A-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 have been paid in
full and all of the remaining certificates,
other than the Class Z certificates and the
REMIC residual certificates are held by a
single certificateholder. See "DESCRIPTION OF
THE CERTIFICATES--Termination" in this
prospectus supplement.
REGISTRATION AND
DENOMINATION.................. The offered certificates will initially be
registered in the name of Cede & Co., as
nominee for The Depository Trust Company in the
United States, or in Europe through Clearstream
Banking societe anonyme or Euroclear Bank
S-28
S.A./ N.V., as operator of the Euroclear
System. You will not receive a definitive
certificate representing your interest in the
trust fund, except in the limited
circumstances described in the accompanying
prospectus. See "DESCRIPTION OF THE
CERTIFICATES--Book-Entry Registration and
Definitive Certificates" in the accompanying
prospectus.
Beneficial interests in the Class A-1, Class
A-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 will be offered in minimum
denominations of $10,000 actual principal
amount and in integral multiples of $1 in
excess of those amounts.
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES................. Two separate real estate mortgage investment
conduit elections will be made with respect to
most of the trust fund ("REMIC I" and "REMIC
II", each a "REMIC"). The offered certificates
(other than the Class A-2PFL certificates and
the Class A-MFL certificates) and each of the
Class A-2PFL regular interest and the Class
A-MFL regular interest will evidence regular
interests in a REMIC and generally will be
treated as debt instruments of such REMIC. The
Class R-I certificates will represent the
residual interests in REMIC I, and the Class
R-II certificates will represent the residual
interests in REMIC II. The Class A-2PFL and
Class A-MFL certificates will each represent an
undivided interest in a portion of the trust
fund that is treated as a grantor trust (as
described under "MATERIAL FEDERAL INCOME TAX
CONSEQUENCES" in this prospectus supplement)
for United States federal income tax purposes.
One of these grantor trusts shall include the
Class A-2PFL regular interest, the Class A-2PFL
floating rate account and the beneficial
interest of Class A-MFL in the related swap
contract. The other grantor trust shall include
the Class A-MFL regular interest, the Class
A-MFL floating rate account and the beneficial
interest of Class A-MFL in the related swap
contract. The Class Z certificateholders'
entitlement to any additional interest that has
accrued on a related mortgage loan that
provides for the accrual of such additional
interest if the unamortized principal amount of
such mortgage loan is not repaid on the
anticipated repayment date set forth in the
related mortgage note will be treated as a
grantor trust (as described in the related
prospectus) for United States federal income
tax purposes.
The offered certificates (other than the Class
A-2PFL and Class A-MFL certificates) and the
Class A-2PFL and Class A-MFL regular interests
will be treated as newly originated debt
instruments for federal income tax purposes.
You will be required to report income with
respect to the offered certificates using the
accrual method of accounting, even if you
otherwise use the cash method of accounting.
It is
S-29
anticipated that the Class certificates
will be treated as having been issued at a
premium, that the Class certificates will
be treated as having been issued with a de
minimis amount of original issue discount and
that the Class certificates will be treated
as having been issued with original issue
discount for federal income tax reporting
purposes.
For further information regarding the federal
income tax consequences of investing in the
offered certificates, see "MATERIAL FEDERAL
INCOME TAX CONSEQUENCES" in this prospectus
supplement and in the accompanying prospectus.
ERISA CONSIDERATIONS.......... Subject to important considerations described
under "ERISA CONSIDERATIONS" in this prospectus
supplement and the accompanying prospectus, the
following certificates may be eligible for
purchase by persons investing assets of
employee benefit plans, individual retirement
accounts, or other retirement plans and
accounts:
Class A-1
Class A-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
Class D
This is based on individual prohibited
transaction exemptions granted to each 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. by the US Department of
Labor. See "ERISA CONSIDERATIONS" in this
prospectus supplement and in the accompanying
prospectus. In particular, fiduciaries of
plans contemplating a purchase of the Class
A-2PFL certificates or the Class A-MFL
certificates should review the additional
requirements for purchases of Class A-2PFL
certificates or Class A-MFL certificates by
plans, as discussed under "ERISA
CONSIDERATIONS" in this prospectus supplement.
LEGAL INVESTMENT.............. The offered certificates will not constitute
"mortgage related securities" for purposes of
the Secondary Mortgage Market Enhancement Act
of 1984, as amended. If your investment
activities are subject to legal investment laws
and regulations, regulatory capital
requirements, or review by regulatory
S-30
authorities, then you may be subject to
restrictions on investment in the offered
certificates. You should consult your own
legal advisers for assistance in determining
the suitability of and consequences to you of
the purchase, ownership and sale of the
offered certificates.
See "LEGAL INVESTMENT" in this prospectus
supplement and in the accompanying prospectus.
RATINGS....................... The offered certificates will not be issued
unless they have received the following ratings
from Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.,
Moody's Investors Service, Inc. and Fitch,
Inc.:
EXPECTED RATING
FROM S&P/
CLASS MOODY'S/FITCH
----- ----------------
Class A-1 ............ AAA/Aaa/AAA
Class A-2PFL ......... AAA/Aaa/AAA
Class A-2C ........... AAA/Aaa/AAA
Class A-3 ............ AAA/Aaa/AAA
Class A-PB ........... AAA/Aaa/AAA
Class A-4 ............ AAA/Aaa/AAA
Class A-1A ........... AAA/Aaa/AAA
Class A-MFL .......... AAA/Aaa/AAA
Class A-MFX .......... AAA/Aaa/AAA
Class A-J ............ AAA/Aaa/AAA
Class B .............. AA/Aa2/AA
Class C .............. AA-/Aa3/AA-
Class D .............. A/A2/A
The ratings on the offered certificates
address the likelihood of timely receipt of
interest and ultimate receipt of principal by
the rated final distribution date by the
holders of offered certificates. They do not
address the likely actual rate of prepayments.
The rate of prepayments, if different than
originally anticipated, could adversely affect
the yield realized by holders of the offered
certificates. In addition, ratings adjustments
may result from a change in the financial
position of the trustee as back-up liquidity
provider. With respect to the Class A-2PFL and
Class A-MFL certificates, Standard & Poor's
Ratings Services, a division of The
McGraw-Hill Companies, Inc., Moody's Investors
Service, Inc. and Fitch Inc. are only rating
the receipt of interest up to the fixed per
annum rate (subject, with respect to the Class
A-MFL Certificates, to a maximum rate equal to
the applicable weighted average net mortgage
rate) applicable to the Class A-2PFL and Class
A-MFL regular interests. The ratings of the
Class A-2PFL and Class A-MFL certificates do
not represent any assessment as to whether the
floating interest rate on such certificates
will convert to a fixed rate. These ratings do
not constitute a rating with respect to the
likelihood of the receipt of payments to be
made by the applicable swap counterparty or
any interest rate reductions or increases
S-31
contemplated in this prospectus supplement.
The ratings of Standard & Poor's Ratings
Services, a division of The McGraw-Hill
Companies, Inc., do not address any shortfalls
or delays in payment that investors in the
Class A-2PFL and Class A-MFL certificates may
experience as a result of the conversion of
the pass-through rate on the Class A-2PFL and
Class A-MFL certificates from a floating
interest rate to a fixed rate. See "RATINGS"
in this prospectus supplement and in the
accompanying prospectus for a discussion of
the basis upon which ratings are given, the
limitations and restrictions on the ratings,
and conclusions that should not be drawn from
a rating.
THE MORTGAGE LOANS
GENERAL....................... It is expected that the mortgage loans to be
included in the trust fund will have the
following approximate characteristics as of the
cut-off date. All information presented in this
prospectus supplement (including cut-off date
balance per square foot/pad/unit/room,
loan-to-value ratios and debt service coverage
ratios) with respect to the 9 mortgage loans
with subordinate companion loans is calculated
without regard to the related subordinate
companion loans. Unless otherwise specified, in
the case of the mortgage loans with companion
loans, the calculations of loan balance per
square foot/pad/unit/room, loan-to-value ratios
and debt service coverage ratios were based on
the aggregate indebtedness of these mortgage
loans and the related pari passu companion
loans, if any (but not any subordinate
companion loans). All percentages of the
mortgage loans, or any specified group of
mortgage loans, referred to in this prospectus
supplement are approximate percentages.
The totals in the following tables may not add
up to 100% due to rounding.
ALL
MORTGAGE LOAN LOAN
LOANS GROUP 1 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 dates(2) ........ 7 7 0
S-32
ALL
MORTGAGE LOAN LOAN
LOANS GROUP 1 GROUP 2
--------------------- --------------------- --------------------
Aggregate balance of
mortgage loans with
anticipated repayment
dates(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 ............. 34 33 1
Aggregate balance of
non-amortizing
mortgage loans ............. $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 loans ...... $ 112,000,000(3) $ 112,000,000(3) $ 63,516,000(4)
Weighted average cut-off
date loan-to-value
ratio(5) ................... 71.9% 71.5% 74.9%
Minimum cut-off date
loan-to-value ratio ........ 13.4% 13.4% 42.5%
Maximum cut-off date
loan-to-value ratio ........ 81.3% 81.3% 80.3%
Weighted average
underwritten debt
service coverage
ratio(6) ................... 1.52x 1.54x 1.33x
Minimum underwritten
debt service coverage
ratio ...................... 1.08x 1.08x 1.16x
Maximum underwritten
debt service coverage
ratio ...................... 4.28x 4.28x 1.87x
Weighted average
loan-to-value ratio at
stated maturity or
anticipated repayment
date(5) .................... 65.4% 65.3% 65.4%
Weighted average
mortgage interest rate ..... 5.218% 5.217% 5.222%
Minimum mortgage
interest rate .............. 4.755% 4.755% 4.950%
Maximum mortgage
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
S-33
ALL
MORTGAGE LOAN LOAN
LOANS GROUP 1 GROUP 2
---------- --------- ----------
Maximum remaining term
to maturity or
anticipated repayment
date (months) ........... 300 300 180
Weighted average
occupancy rate(7) ....... 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) Consists of a group of 23 individual
mortgage loans (loan numbers 52, 65, 67,
77, 85, 88, 98, 101, 121, 122, 128, 132,
136, 148, 154, 164, 167, 168, 178, 193,
207, 216 and 227).
(4) Consists of a group of 7 individual
mortgage loans (loan numbers 27, 53, 89,
115, 141, 163 and 179).
(5) With respect to certain mortgage loans,
"as stabilized" appraised values (as
defined in the related appraisal) were
used as opposed to "as is" appraised
values.
(6) For purposes of determining the DSC
ratios for 7 mortgage loans (loan
numbers 12, 47, 66, 118, 137, 165 and
173), such ratios were calculated taking
into account various assumptions
regarding the financial performance of
the related mortgaged property on a
"stabilized" basis that are consistent
with the respective criteria set forth
in the related mortgage loan documents
required to obtain a release of certain
escrows.
(7) Excludes 14 mortgage loans secured by
hospitality properties, representing
6.9% of the mortgage pool (7.8% of loan
group 1).
SECURITY FOR THE MORTGAGE LOANS
IN THE TRUST FUND.............. Generally, all of the mortgage loans included
in the trust fund are non-recourse obligations
of the related borrowers.
o No mortgage loan included in the trust fund
is insured or guaranteed by any government
agency or private insurer.
o All of the mortgage loans included in the
trust fund are secured by first lien fee
mortgages and/or leasehold mortgages on
commercial properties or multifamily
properties.
PROPERTY TYPES................ The following table describes the mortgaged
properties securing the mortgage loans expected
to be included in the trust fund as of the
cut-off date:
MORTGAGED PROPERTIES BY PROPERTY TYPE(1)
AGGREGATE
NUMBER OF CUT-OFF PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
MORTGAGED DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE
- --------------------------------------- ------------ ----------------- --------------- ----------------- ----------------
Office ................................ 52 $1,482,013,794 45.2% 51.4% 0.0%
Multifamily ........................... 78 562,387,034 17.2 6.7 94.4
Retail ................................ 73 515,336,614 15.7 17.9 0.0
Retail -- Anchored ................... 45 402,649,278 12.3 14.0 0.0
Retail -- Unanchored ................. 22 74,665,919 2.3 2.6 0.0
Retail -- Shadow Anchored(2) ......... 6 38,021,418 1.2 1.3 0.0
Self Storage .......................... 80 272,943,784 8.3 9.5 0.0
Hospitality ........................... 16 225,431,680 6.9 7.8 0.0
Mobile Home Park ...................... 17 104,977,249 3.2 2.9 5.6
Industrial ............................ 7 85,956,000 2.6 3.0 0.0
Mixed Use ............................. 5 25,072,067 0.8 0.9 0.0
Land(3) ............................... 1 1,498,260 0.0 0.1 0.0
-- -------------- ----- ----- -----
TOTAL ................................ 329 $3,275,616,483 100.0% 100.0% 100.0%
=== ============== ===== ===== =====
S-34
- ----------
(1) Because this table presents information relating to the mortgaged
properties and not the mortgage loans, the information for mortgage loans
secured by more than one mortgaged property is based on allocated loan
amounts (allocating the mortgage loan principal balance to each of those
properties by the appraised values of the mortgaged properties or the
allocated loan amount as detailed in the related mortgage loan
documents).
(2) A mortgaged property is classified as shadow anchored if it is located in
close proximity to an anchored retail property.
(3) 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.
[PIE CHART OMITTED]
MORTGAGED PROPERTIES BY PROPERTY TYPE
Mobile Home Park 3.2%
Industrial 2.6%
Mixed Use 0.8%
Land 0.0%
Office 45.2%
Multifamily 17.2%
Retail 15.7%
Self Storage 8.3%
Hospitality 6.9%
GEOGRAPHIC CONCENTRATIONS..... The mortgaged properties are located
throughout 38 states, the District of Columbia
and the Commonwealth of Puerto Rico. The
following table describes the number and
percentage of mortgaged properties in states
which have concentrations of mortgaged
properties above 5.0%:
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE POOL BALANCE
- ---------------------- ------------ ---------------- --------------
CA ................. 88 $ 639,023,765 19.5%
Southern(2) ....... 75 485,914,051 14.8
Northern(2) ....... 13 153,109,714 4.7
NY ................. 8 361,731,243 11.0
TX ................. 25 355,024,720 10.8
VA ................. 14 270,017,614 8.2
Other .............. 194 1,649,819,140 50.4
--- -------------- -----
TOTAL ............. 329 $3,275,616,483 100.0%
=== ============== =====
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (allocating the
mortgage loan principal balance to each
of those properties by the appraised
values of the mortgaged properties) or
the allocated loan amount as detailed in
the related mortgage loan documents.
(2) For purposes of determining whether a
mortgaged property is located in
Northern California or Southern
California, mortgaged properties located
north of San Luis Obispo County, Kern
County and San Bernardino County were
included in Northern California and
mortgaged properties located in and
south of such counties were included in
Southern California.
S-35
LOAN GROUP 1
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE
MORTGAGED CUT-OFF DATE GROUP 1
JURISDICTION PROPERTIES BALANCE BALANCE
- ---------------------- ------------ ---------------- --------------
CA ................. 51 $ 548,983,959 19.0%
Southern(2) ....... 39 400,374,245 13.9
Northern(2) ....... 12 148,609,714 5.2
NY ................. 8 361,731,243 12.5
TX ................. 15 292,672,687 10.1
VA ................. 14 270,017,614 9.4
Other .............. 173 1,410,913,730 48.9
--- -------------- -----
TOTAL ............. 261 $2,884,319,234 100.0%
=== ============== =====
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (allocating the
mortgage loan principal balance to each
of those properties by the appraised
values of the mortgaged properties) or
the allocated loan amount as detailed in
the related mortgage loan documents.
(2) For purposes of determining whether a
mortgaged property is located in
Northern California or Southern
California, mortgaged properties located
north of San Luis Obispo County, Kern
County and San Bernardino County were
included in Northern California and
mortgaged properties located in and
south of such counties were included in
Southern California.
LOAN GROUP 2
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE
MORTGAGED CUT-OFF DATE GROUP 2
JURISDICTION PROPERTIES BALANCE BALANCE
- ------------------ ------------ -------------- --------------
CA ............. 37 $ 90,039,806 23.0%
Southern(2) ... 36 85,539,806 21.9
Northern(2) ... 1 4,500,000 1.2
TX ............. 10 62,352,033 15.9
AR ............. 3 36,000,000 9.2
UT ............. 1 34,000,000 8.7
AZ ............. 2 33,850,000 8.7
OH ............. 1 30,080,000 7.7
WA ............. 3 26,319,291 6.7
Other .......... 11 78,656,119 20.1
-- ------------ -----
TOTAL ......... 68 $391,297,249 100.0%
== ============ =====
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (allocating the
mortgage loan principal balance to each
of those properties by the appraised
values of the mortgaged properties) or
the allocated loan amount as detailed in
the related mortgage loan documents.
(2) For purposes of determining whether a
mortgaged property is located in
Northern California or Southern
California, mortgaged properties located
north of San Luis Obispo County, Kern
County and San Bernardino County were
included in Northern California and
mortgaged properties located in and
south of such counties were included in
Southern California.
S-36
PAYMENT TERMS................. All of the mortgage loans included in the
trust fund accrue interest at a fixed rate,
other than mortgage loans providing for an
anticipated repayment date, which provide for
an increase of fixed interest after a certain
date.
o Payments on the mortgage loans included in
the trust fund are due on either the 6th
day of the month or the 11th day of the
month. No mortgage loan has a grace period
that extends payment beyond the 11th day of
any calendar month (other than 1 mortgage
loan that has a grace period that extends
payment until the 14th day of any calendar
month).
o As of the cut-off date, all of the mortgage
loans accrue interest on an actual/360
basis. Ninety-one (91) of the mortgage
loans, representing 48.3% of the mortgage
pool (73 mortgage loans in loan group 1 or
47.9% and 18 mortgage loans in loan group 2
or 51.6%), have periods during which only
interest is due and periods in which
principal and interest are due. Thirty-four
(34) of the mortgage loans, representing
31.9% of the mortgage pool (33 mortgage
loans in loan group 1 or 35.2% and 1
mortgage loan in loan group 2 or 7.6%),
provide that only interest is due until
maturity or the anticipated repayment date.
The following tables set forth additional
characteristics of the mortgage loans that we
anticipate to be included in the trust fund as
of the cut-off date:
S-37
RANGE OF CUT-OFF DATE BALANCES
PERCENTAGE OF PERCENTAGE OF
NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE
RANGE OF OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2
CUT-OFF DATE BALANCES ($) LOANS BALANCE POOL BALANCE BALANCE BALANCE
- ----------------------------------- ------------- ---------------- --------------- --------------- --------------
(Less than or equal to) 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 -- 200,000,000 ......... 7 1,039,925,000 31.7 36.1 0.0
-- -------------- ----- ----- -----
233 $3,275,616,483 100.0% 100.0% 100.0%
=== ============== ===== ===== =====
RANGE OF MORTGAGE RATES
PERCENTAGE OF PERCENTAGE OF
NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE
OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2
RANGE OF MORTGAGE RATES (%) LOANS BALANCE POOL BALANCE BALANCE BALANCE
- ----------------------------- ------------- ----------------- --------------- --------------- --------------
4.755 -- 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%
=== ============== ===== ===== =====
S-38
RANGE OF UNDERWRITTEN DSC RATIOS*
PERCENTAGE OF PERCENTAGE OF
NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE
RANGE OF OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2
UNDERWRITTEN DSCRS (X) LOANS BALANCE POOL BALANCE BALANCE BALANCE
- ------------------------------ ------------- ----------------- --------------- --------------- --------------
1.08 -- 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 (greater than) ......... 1 2,285,346 0.1 0.1 0.0
-- -------------- ----- ----- -----
233 $3,275,616,483 100.0% 100.0% 100.0%
=== ============== ===== ===== =====
* For purposes of determining the DSC ratios for 7 mortgage loans (loan
numbers 12, 47, 66, 118, 137, 165 and 173), such ratios were calculated
taking into account various assumptions regarding the financial performance
of the related mortgaged property on a "stabilized" basis that are
consistent with the respective criteria set forth in the related mortgage
loan documents required to obtain a release of certain escrows.
S-39
RANGE OF CUT-OFF DATE LTV RATIOS
PERCENTAGE OF PERCENTAGE OF
NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE
RANGE OF OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2
CUT-OFF DATE LTV RATIOS (%) LOANS BALANCE POOL BALANCE BALANCE BALANCE
- ----------------------------- ------------- ---------------- --------------- --------------- --------------
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%
=== ============== ===== ===== =====
RANGE OF REMAINING TERMS TO MATURITY
OR ANTICIPATED REPAYMENT DATE*
PERCENTAGE OF PERCENTAGE OF
NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE
RANGE OF REMAINING OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2
TERMS (MONTHS) LOANS BALANCE POOL BALANCE BALANCE BALANCE
- -------------------- ------------- ---------------- --------------- --------------- --------------
0 -- 60 ............ 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%
=== ============== ===== ===== =====
- ----------
* With respect to the mortgage loans with anticipated repayment dates, the
remaining term to maturity was calculated as of the related anticipated
repayment date.
AMORTIZATION TYPES
PERCENTAGE OF PERCENTAGE OF
NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE
OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2
AMORTIZATION TYPE LOANS BALANCE POOL BALANCE BALANCE BALANCE
- -------------------------------------------- ------------- ----------------- --------------- --------------- --------------
Interest-only, Amortizing Balloon* ......... 88 $1,538,524,000 47.0% 46.3% 51.6%
Interest Only, Balloon ..................... 15 940,828,500 28.7 31.6 7.6
Amortizing Balloon ......................... 97 589,258,007 18.0 15.1 39.6
Interest-only, ARD ......................... 19 103,347,000 3.2 3.6 0.0
Interest-only, Amortizing ARD* ............. 3 43,745,750 1.3 1.5 0.0
Fully Amortizing ........................... 7 35,080,158 1.1 1.0 1.2
Amortizing ARD ............................. 4 24,833,068 0.8 0.9 0.0
-- -------------- ----- ----- -----
233 $3,275,616,483 100.0% 100.0% 100.0%
=== ============== ===== ===== =====
- ----------
* These mortgage loans require payments of interest only for a period of 6
to 84 months from origination prior to the commencement of payments of
principal and interest with respect to the mortgage pool, a period of 6
to 84 months with respect to loan group 1, and a period of 12 to 48
months with respect to loan group 2.
Balloon loans have amortization schedules
significantly longer than their terms to
maturity and have substantial principal
payments due on their maturity dates, unless
prepaid earlier.
S-40
Mortgage loans providing for anticipated
repayment dates generally fully or
substantially amortize through their terms to
maturity. However, if this type of mortgage
loan is not prepaid by a date specified in its
related mortgage note, interest will accrue at
a higher rate and the related borrower will be
required to apply all cash flow generated by
the mortgaged property in excess of its
regular debt service payments and certain
other permitted expenses and reserves to repay
principal on the mortgage loan.
In addition, because the fixed periodic
payment on the mortgage loans is determined
assuming interest is calculated on a "30/360
basis," but interest actually accrues and is
applied on the majority of the mortgage loans
on an "actual/ 360 basis," there will be less
amortization, absent prepayments, of the
principal balance during the term of the
related mortgage loan, resulting in a higher
final payment on such mortgage loan. This will
occur even if a mortgage loan is a "fully
amortizing" mortgage loan.
See "DESCRIPTION OF THE MORTGAGE POOL--
Certain Terms and Conditions of the Mortgage
Loans" in this prospectus supplement.
PREPAYMENT RESTRICTIONS....... All of the mortgage loans included in the
trust fund restrict or prohibit voluntary
prepayments of principal in some manner for
some period of time.
TYPES OF PREPAYMENT RESTRICTIONS
PERCENTAGE OF PERCENTAGE OF
NUMBER AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE
OF MORTGAGE CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2
PREPAYMENT RESTRICTION TYPE LOANS BALANCE POOL BALANCE BALANCE BALANCE
- ----------------------------------- ------------- ----------------- --------------- --------------- --------------
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%
=== ============== ===== ===== =====
- ----------
* For the purposes hereof, "remaining term" refers to either remaining term
to maturity or anticipated repayment date, as applicable.
See "DESCRIPTION OF THE MORTGAGE POOL--
Additional Mortgage Loan Information" in this
prospectus supplement. The ability of the
master servicer or special servicer to waive
or modify the terms of any mortgage loan
relating to the payment of a prepayment
premium or yield maintenance charge will be
limited as described in this prospectus
supplement. See "SERVICING OF THE MORTGAGE
LOANS--Modifications, Waivers and Amendments"
in this prospectus supplement. We make no
representations as to the enforceability of
the provisions of any mortgage notes requiring
the payment of a prepayment
S-41
premium or yield maintenance charge or
limiting prepayments to defeasance or the
ability of the master servicer or special
servicer to collect any prepayment premium or
yield maintenance charge.
DEFEASANCE.................... Two hundred nineteen (219) of the mortgage
loans included in the trust fund as of the
cut-off date, representing 83.0% of the
mortgage pool (157 mortgage loans in loan group
1 or 81.2% and 62 mortgage loans in loan group
2 or 95.8%), permit the borrower, under certain
conditions, to substitute United States
government obligations as collateral for the
related mortgage loans (or a portion thereof)
following their respective lock-out or yield
maintenance periods. Upon substitution, the
related mortgaged property (or, in the case of
a mortgage loan secured by multiple mortgaged
properties, one or more of such mortgaged
properties) will no longer secure the related
mortgage loan. The payments on the defeasance
collateral are required to be at least equal to
an amount sufficient to make, when due, all
payments on the related mortgage loan or
allocated to the related mortgaged property;
provided that in the case of certain mortgage
loans, these defeasance payments may cease at
the beginning of the open prepayment period
with respect to that mortgage loan, and the
final payment on the defeasance collateral on
such early prepayment date would fully prepay
the mortgage loan. Defeasance may not occur
prior to the second anniversary of the issuance
of the certificates. See "DESCRIPTION OF THE
MORTGAGE POOL--Certain Terms and Conditions of
the Mortgage Loans--Prepayment Provisions" in
this prospectus supplement.
TWENTY LARGEST
MORTGAGE LOANS................ The following table describes certain
characteristics of the twenty largest mortgage
loans or groups of cross-collateralized
mortgage loans in the trust fund by aggregate
principal balance as of the cut-off date. With
respect to the loans referred to as the NGP
Rubicon GSA Pool mortgage loan and the 1000 &
1100 Wilson mortgage loan in the immediately
following table, the loan balance per square
foot, the debt service coverage ratio and the
loan-to-value ratio set forth in such table, in
each case, are based on the aggregate combined
principal balance or combined debt service, as
the case may be, of each of the NGP Rubicon GSA
Pool mortgage loan and the 1000 & 1100 Wilson
mortgage loan, as the case may be, and the
related pari passu companion loan. No companion
loan is included in the trust fund.
S-42
% OF
NUMBER OF APPLICABLE
MORTGAGE % OF CUT-OFF
LOANS/ CUT-OFF DATE
MORTGAGE NUMBER OF CUT-OFF DATE LOAN
LOAN MORTGAGED LOAN DATE POOL GROUP
LOAN NAME SELLER PROPERTIES GROUP BALANCE(1) BALANCE BALANCE
- ----------------------- ---------- ------------ ------- ----------------- --------- -----------
85 Tenth Avenue ....... Wachovia 1/1 1 $ 200,000,000 6.1% 6.9%
NGP Rubicon GSA
Pool ................. Artesia 1/14 1 194,500,000 5.9 6.7%
1000 & 1100 Wilson..... Wachovia 1/1 1 182,500,000 5.6 6.3%
Abbey Pool ............ Wachovia 1/20 1 142,625,000 4.4 4.9%
Metropolitan
Square ............... Wachovia 1/1 1 125,500,000 3.8 4.4%
Extra Space Self
Storage Portfolio
#5 ................... Wachovia 23/23 1 112,000,000 3.4 3.9%
San Felipe Plaza ...... Nomura 1/1 1 101,500,000 3.1 3.5%
Extra Space
Teamsters Pool ....... Wachovia 1/28 1 93,300,000 2.8 3.2%
180 Madison
Avenue ............... Wachovia 1/1 1 75,000,000 2.3 2.6%
2500 City West ........ Nomura 1/1 1 70,000,000 2.1 2.4%
----- -------------- ----
32/91 $1,296,925,000 39.6%
===== ============== ====
Bryan Tower ........... Wachovia 1/1 1 $ 69,000,000 2.1% 2.4%
6116 Executive
Boulevard ............ Wachovia 1/1 1 65,188,000 2.0 2.3%
Fath Portfolio ........ Nomura 7/7 2 63,516,000 1.9 16.2%
Crossings at Corona
- Phase III(3) ....... Nomura 1/1 1 62,000,000 1.9 2.1%
Hilton Garden Inn -
Washington, DC........ Wachovia 1/1 1 61,000,000 1.9 2.1%
1370 Broadway ......... Wachovia 1/1 1 60,000,000 1.8 2.1%
Extra Space VRS
Pool ................. Wachovia 1/22 1 52,100,000 1.6 1.8%
City Place Retail
Center ............... Wachovia 1/1 1 51,000,000 1.6 1.8%
110 North Wacker
Drive ................ Wachovia 1/1 1 48,000,000 1.5 1.7%
Park Place II ......... Wachovia 1/1 1 44,687,500 1.4 1.5%
----- -------------- ----
16/37 $ 576,491,500 17.6%
----- -------------- ----
48/128 $1,873,416,500 57.2%
====== ============== ====
LOAN CUT-OFF
BALANCE PER DATE LTV RATIO
PROPERTY SF/UNIT/ LTV AT MATURITY MORTGAGE
LOAN NAME TYPE ROOM(2) DSCR(2) RATIO(2) OR ARD(2) RATE
- ----------------------- ------------------- ------------- --------- ---------- ------------- -----------
85 Tenth Avenue ....... Office - CBD $ 334 1.44x 68.0% 68.0% 5.260%
NGP Rubicon GSA
Pool ................. Various $ 130 1.27x 79.9% 74.2% 5.460%
1000 & 1100 Wilson..... Office - Suburban $ 341 1.48x 73.9% 73.9% 4.970%
Abbey Pool ............ Various $ 83 1.33x 74.7% 69.1% 5.190%
Metropolitan
Square ............... Office - CBD $ 127 1.45x 74.9% 71.1% 5.320%
Extra Space Self
Storage Portfolio
#5 ................... Self Storage $ 68 1.27x 74.5% 69.0% 5.285%
San Felipe Plaza ...... Office - Suburban $ 106 1.82x 69.0% 69.0% 5.280%
Extra Space
Teamsters Pool ....... Self Storage $ 47 3.04x 48.1% 48.1% 4.755%
180 Madison
Avenue ............... Office - CBD $ 297 1.20x 79.8% 71.3% 5.480%
2500 City West ........ Office - Suburban $ 122 1.64x 72.9% 72.9% 5.280%
1.54X 72.2% 69.4% 5.228%
Bryan Tower ........... Office - CBD $ 61 1.47x 74.8% 69.1% 5.110%
6116 Executive
Boulevard ............ Office - Suburban $ 315 1.20x 79.7% 62.7% 5.320%
Multifamily -
Fath Portfolio ........ Conventional $ 32,673 1.28x 77.6% 71.7% 5.200%
Crossings at Corona
- Phase III(3) ....... Retail - Anchored $ 276 1.29x 80.0% 70.7% 5.020%
Hilton Garden Inn - Hospitality - Full
Washington, DC........ Service $ 203,333 1.35x 69.9% 62.6% 5.450%
1370 Broadway ......... Office - CBD $ 240 1.20x 80.0% 71.4% 5.400%
Extra Space VRS
Pool ................. Self Storage $ 38 3.76x 34.7% 34.7% 4.755%
City Place Retail
Center ............... Retail - Anchored $ 149 1.59x 69.0% 69.0% 4.920%
110 North Wacker
Drive ................ Office - CBD $ 212 1.52x 74.7% 68.8% 5.000%
Park Place II ......... 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) The NGP Rubicon GSA Pool mortgage loan and the 1000 & 1100 Wilson
mortgage loan are both part of a split loan structure containing a pari
passu companion loan that is not included in the trust fund. With respect
to these mortgage loans, unless otherwise specified, the calculations of
LTV ratios, DSC ratios and loan balance per square foot/unit/room are
based on the aggregate indebtedness of or debt service on, as applicable,
both of these mortgage loans together with the pari passu companion loan.
(3) With respect to the Crossing at Corona - Phase III mortgage loan, the DSC
ratio was calculated taking into account various assumptions regarding
the financial performance of the related mortgaged property on a
"stabilized" basis that are consistent with the respective criteria set
forth in the related mortgage loan documents required to obtain a release
of certain escrows.
For more information on the twenty largest
mortgage loans in the trust fund, see
"DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans" in this prospectus
supplement.
CO-LENDER LOANS............... Eleven (11) mortgage loans to be included in
the trust fund, representing approximately
24.5% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date
(27.8% of loan group 1), are, in each case,
evidenced by one of two notes which are secured
by a single mortgaged real property. Two (2) of
such mortgage loans, loan numbers 2 and 3 (the
NGP Rubicon GSA Pool mortgage loan and the 1000
& 1100 Wilson mortgage loan) are both part of a
split
S-43
loan structure where each companion loan that
is part of the related split loan structure is
pari passu in right of entitlement to payment
with the related mortgage loan. The remaining
co-lender loans (loan numbers 5, 6, 9, 10, 35,
41, 64, 68 and 97) are part of split loan
structures in which the related companion
loans are subordinate to the related mortgage
loans. In each case, the companion loan(s)
will not be part of the trust fund. Each of
these mortgage loans and its related companion
loan is subject to intercreditor agreements.
The intercreditor agreement for each of the
NGP Rubicon GSA Pool mortgage loan and the
1000 & 1100 Wilson mortgage loan generally
allocates collections in respect of such
mortgage loans to the related mortgage loan
and the related pari passu companion loan, on
a pro rata basis. The intercreditor agreements
with respect to each of the remaining mortgage
loans that are part of split loan structures
that include subordinate companion loans
generally allocate collections in respect of
each such mortgage loan, first, to the related
mortgage loan, and second, to the related
subordinate companion loan. No companion loan
is included in the trust fund. The master
servicer and special servicer will service and
administer each of these mortgage loans and
their related companion loans (other than the
NGP Rubicon GSA Pool mortgage loan and the
1000 & 1100 Wilson mortgage loan and their
related companion loans), pursuant to the
pooling and servicing agreement and the
related intercreditor agreement, for so long
as the related mortgage loan is part of the
trust fund. The NGP Rubicon GSA Pool mortgage
loan and the 1000 & 1100 Wilson mortgage loan
and their related companion loans will be
serviced under the pooling and servicing
agreement entered into in connection with the
issuance of the Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass
Through Certificates, Series 2005-C20. The
master servicer under the 2005-C20 pooling and
servicing agreement is Wachovia Bank, National
Association and the special servicer under the
2005-C20 pooling and servicing agreement is
CWCapital Asset Management LLC. Although many
pooling and servicing agreements relating to
rated commercial mortgage-backed securities
have similar servicing provisions, the terms
of the 2005-C20 pooling and servicing
agreement may differ in certain respects from
the terms of the pooling and servicing
agreement for this transaction. See "SERVICING
OF THE MORTGAGE LOANS--Servicing of the NGP
Rubicon GSA Pool Loan and the 1000 & 1100
Wilson Loan" in this prospectus supplement.
Amounts attributable to any companion loan
will not be assets of the trust fund, and will
be beneficially owned by the holder of such
companion loan. See "DESCRIPTION OF THE
MORTGAGE POOL--Co-Lender Loans" in this
prospectus supplement.
S-44
See "DESCRIPTION OF THE MORTGAGE
POOL--Co-Lender Loans" and "SERVICING OF THE
MORTGAGE LOANS" in this prospectus supplement
for a description of certain rights of the
holders of these companion loans to direct or
consent to the servicing of the related
mortgage loans.
In addition to the mortgage loans described
above, certain of the mortgaged properties or
the equity interests in the related borrowers
are subject to, or are permitted to become
subject to, additional debt. In certain cases,
this additional debt is secured by the related
mortgaged properties. See "RISK
FACTORS--Additional Debt on Some Mortgage
Loans Creates Additional Risks" in this
prospectus supplement.
S-45
RISK FACTORS
o You should carefully consider, among other things, the following risk
factors (as well as the risk factors set forth under "RISK FACTORS" in
the accompanying prospectus) before making your investment decision.
Additional risks are described elsewhere in this prospectus supplement
under separate headings in connection with discussions regarding
particular aspects of the mortgage loans included in the trust fund or
the certificates.
o The risks and uncertainties described below are not the only ones
relating to your certificates. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also
impair your investment.
o This prospectus supplement contains forward-looking statements that
involve risk and uncertainties. Actual results could differ materially
from those anticipated in these forward-looking statements as a result
of certain factors, including risks described below and elsewhere in
this prospectus supplement.
o If any of the following risks are realized, your investment could be
materially and adversely affected.
THE OFFERED CERTIFICATES
ONLY TRUST FUND ASSETS ARE
AVAILABLE TO PAY YOU.......... Neither the offered certificates nor the
mortgage loans will be guaranteed or insured by
us or any of our affiliates, by any
governmental agency or instrumentality or by
any other person. If the assets of the trust
fund, primarily the mortgage loans (and, in the
case of the Class A-2PFL and Class A-MFL
certificates, the related swap contracts), are
insufficient to make payments on the offered
certificates, no other assets will be available
for payment of the deficiency. See "RISK
FACTORS--The Assets of the Trust Fund May Not
Be Sufficient to Pay Your Certificates" in the
accompanying prospectus.
PREPAYMENTS WILL AFFECT
YOUR YIELD.................... Prepayments. The yield to maturity on the
offered certificates will depend on the rate
and timing of principal payments (including
both voluntary prepayments, in the case of
mortgage loans that permit voluntary
prepayment, and involuntary prepayments, such
as prepayments resulting from casualty or
condemnation, defaults, liquidations or
repurchases for breaches of representations or
warranties or other sales of defaulted mortgage
loans which, in either case, may not require
any accompanying prepayment premium or yield
maintenance charge) on the mortgage loans
included in the trust fund and how such
payments are allocated among the offered
certificates entitled to distributions of
principal.
In addition, upon the occurrence of certain
limited events, a party may be required or
permitted to repurchase or purchase a mortgage
loan from the trust fund and the money paid
would be passed through to the holders of the
certificates with the same effect as if such
mortgage loan had been prepaid in full (except
that no prepayment premium or yield
maintenance charge would be payable with
respect to a purchase or repurchase). In
addition, certain mortgage loans may permit
prepayment without an accompanying prepayment
premium or yield maintenance charge if the
S-46
mortgagee elects to apply casualty or
condemnation proceeds to the mortgage loan. We
cannot make any representation as to the
anticipated rate of prepayments (voluntary or
involuntary) on the mortgage loans or as to
the anticipated yield to maturity of any
certificate.
In addition, because the amount of principal
that will be distributed to the Class A-1,
Class A-2C, Class A-3, Class A-PB, Class A-4
and Class A-1A certificates and the Class
A-2PFL regular interest will generally be
based upon the particular loan group in which
the related mortgage loan is deemed to be a
part, the yield on the Class A-1, Class A-2C,
Class A-3, Class A-PB and Class A-4
certificates and the Class A-2PFL regular
interest will be particularly sensitive to
prepayments on mortgage loans in loan group 1
and the yield on the Class A-1A certificates
will be particularly sensitive to prepayments
on mortgage loans in loan group 2.
In addition, the yield on the Class A-2C
certificates will be particularly sensitive to
prepayments on the mortgage loans since any
such payments that would otherwise be
allocated to the Class A-2PFL regular interest
prior to the distribution date in June 2010
will be applied first to the Class A-2C
certificates until the Class A-2C certificate
balance is reduced to zero and only then to
the Class A-2PFL regular interest.
See "YIELD AND MATURITY CONSIDERATIONS" in
this prospectus supplement and "YIELD
CONSIDERATIONS" in the accompanying
prospectus.
Yield. In general, if you purchase an offered
certificate at a premium and principal
distributions on that offered certificate
occur at a rate faster than you anticipated at
the time of purchase, and no prepayment
premiums or yield maintenance charges are
collected, your actual yield to maturity may
be lower than you had predicted at the time of
purchase. Conversely, if you purchase an
offered certificate at a discount and
principal distributions on that offered
certificate occur at a rate slower than you
anticipated at the time of purchase, your
actual yield to maturity may be lower than you
had predicted at the time of purchase.
The yield on the Class A-4, Class A-1A, Class
A-MFX, Class A-J, Class B, Class C and Class D
certificates could be adversely affected if
mortgage loans with higher mortgage interest
rates pay faster than mortgage loans with
lower mortgage interest rates, since those
classes bear interest at a rate equal to,
based upon or limited by the weighted average
net mortgage rate of the mortgage loans.
In addition, because there can be no
assurances with respect to losses, prepayments
and performance of the mortgage loans, there
can be no assurance that distributions of
principal on the Class A-PB certificates will
be made in conformity with the schedule
attached on Annex D to this prospectus
supplement.
S-47
Interest Rate Environment. Mortgagors
generally are less likely to prepay if
prevailing interest rates are at or above the
rates borne by their mortgage loans. On the
other hand, mortgagors are generally more
likely to prepay if prevailing interest rates
fall significantly below the mortgage interest
rates of their mortgage loans. Mortgagors are
generally less likely to prepay mortgage loans
with a lockout period, yield maintenance
charge or prepayment premium provision, to the
extent enforceable, than similar mortgage
loans without such provisions, with shorter
lockout periods or with lower yield
maintenance charges or prepayment premiums.
Performance Escrows. In connection with the
origination of some of the mortgage loans, the
related borrowers were required to escrow
funds or post a letter of credit related to
obtaining certain performance objectives. In
general, such funds will be released to the
related borrower upon the satisfaction of
certain conditions. If the conditions are not
satisfied, although the master servicer will
be directed in the pooling and servicing
agreement (in accordance with the servicing
standard) to hold the escrows, letters of
credit or proceeds of such letters of credit
as additional collateral and not use the funds
to reduce the principal balance of the related
mortgage loan, in the event such funds are
required to be used to reduce the principal
balance of such mortgage loans, such amounts
will be passed through to the holders of the
certificates as principal prepayments.
Premiums. Provisions requiring prepayment
premiums and yield maintenance charges may not
be enforceable in some states and under
federal bankruptcy law, and may constitute
interest for usury purposes. Accordingly, we
cannot provide assurance that the obligation
to pay that premium or charge will be
enforceable or, if enforceable, that the
foreclosure proceeds will be sufficient to pay
such prepayment premium or yield maintenance
charge. Additionally, although the collateral
substitution provisions related to defeasance
are not intended to be, and do not have the
same effect on the certificateholders as a
prepayment, we cannot provide assurance that a
court would not interpret such provisions as
requiring a prepayment premium or yield
maintenance charge and possibly determine that
such provisions are unenforceable or usurious
under applicable law. Prepayment premiums and
yield maintenance charges are generally not
charged for prepayments resulting from
casualty or condemnation and would not be paid
in connection with repurchases of mortgage
loans for breaches of representations or
warranties or a material document defect. No
prepayment premium or yield maintenance charge
will be required for prepayments in connection
with a casualty or condemnation unless, in the
case of certain of the mortgage loans, an
event of default has occurred and is
continuing.
Pool Concentrations. Principal payments
(including prepayments) on the mortgage loans
included in the trust
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fund or in a particular group will occur at
different rates. In addition, mortgaged
properties can be released from the trust fund
as a result of prepayments, defeasance,
repurchases, casualties or condemnations. As a
result, the aggregate balance of the mortgage
loans concentrated in various property types
in the trust fund or in a particular loan
group changes over time. You therefore may be
exposed to varying concentration risks as the
mixture of property types and relative
principal balance of the mortgage loans
associated with certain property types
changes. See the table entitled "Range of
Remaining Terms to Maturity or Anticipated
Repayment Date for all Mortgage Loans as of
the Cut-Off Date" under "DESCRIPTION OF THE
MORTGAGE POOL--Additional Mortgage Loan
Information" in this prospectus supplement for
a description of the respective maturity dates
of the mortgage loans included in the trust
fund and in each loan group. Because principal
on the certificates (other than the Class X-C,
Class X-P, Class Z, Class R-I and Class R-II
certificates) is payable in sequential order
to the extent described under "DESCRIPTION OF
THE CERTIFICATES--Distributions" in this
prospectus supplement, classes that have a
lower priority of distributions are more
likely to be exposed to the risk of changing
concentrations discussed under "--Special
Risks Associated With High Balance Mortgage
Loans" below than classes with a higher
sequential priority.
OPTIONAL EARLY TERMINATION
OF THE TRUST FUND MAY
RESULT IN AN ADVERSE IMPACT
ON YOUR YIELD OR MAY RESULT
IN A LOSS.................... The offered certificates will be subject to
optional early termination by means of the
purchase of the mortgage loans in the trust
fund. We cannot assure you that the proceeds
from a sale of the mortgage loans will be
sufficient to distribute the outstanding
certificate balance plus accrued interest and
any undistributed shortfalls in interest
accrued on the certificates that are subject to
the termination. Accordingly, the holders of
offered certificates affected by such a
termination may suffer an adverse impact on the
overall yield on their certificates, may
experience repayment of their investment at an
unpredictable and inopportune time or may even
incur a loss on their investment. See
"DESCRIPTION OF THE CERTIFICATES--Termination"
in this prospectus supplement.
SENSITIVITY TO LIBOR AND YIELD
CONSIDERATIONS............... The yield to investors in the Class A-2PFL
and Class A-MFL certificates will be highly
sensitive to changes in the level of LIBOR.
Investors in the Class A-2PFL and Class A-MFL
certificates should consider the risk that
lower than anticipated levels of LIBOR could
result in actual yields that are lower than
anticipated yields on the Class A-2PFL and
Class A-MFL certificates.
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In addition, because interest payments on the
Class A-2PFL and Class A-MFL certificates may
be reduced or the pass-through rate may
convert to a fixed rate, subject, only in the
case of the Class A-MFL Certificates, to a
maximum pass-through rate equal to the
weighted average of the net interest rates on
the mortgage loans, in connection with certain
events discussed in this prospectus
supplement, the yield to investors in the
Class A-2PFL and Class A-MFL certificates
under such circumstances may not be as high as
that offered by other LIBOR based investments
that are not subject to such interest rate
restrictions.
In general, the earlier a change in the level
of LIBOR, the greater the effect on the yield
to maturity to an investor in the Class A-2PFL
and Class A-MFL certificates. As a result, the
effect on such investor's yield to maturity of
a level of LIBOR that is higher (or lower)
than the rate anticipated by such investor
during the period immediately following the
issuance of the Class A-2PFL and Class A-MFL
certificates is not likely to be offset by a
subsequent like reduction (or increase) in the
level of LIBOR. The failure by the related
swap counterparty in its obligation to make
payments under the related swap contract, the
conversion to a fixed rate that is below the
rate that would otherwise be payable at the
floating rate and/or the reduction of interest
payments resulting from payment of interest to
the Class A-2PFL and Class A-MFL regular
interests based on a pass-through rate below
% per annum and % per annum (subject to
a maximum pass-through rate equal to the
weighted average net mortgage rate, calculated
as described in this prospectus supplement for
the related date), respectively, would have
such a negative impact. There can be no
assurance that a default by the related swap
counterparty and/or the conversion of the
pass-through rate from a rate based on LIBOR
to a fixed rate would not adversely affect the
amount and timing of distributions to the
holders of the Class A-2PFL and Class A-MFL
certificates, as applicable. See "YIELD AND
MATURITY CONSIDERATIONS" in this prospectus
supplement.
RISKS RELATING TO THE
SWAP CONTRACTS................ The trust fund will have the benefit of two
swap contracts issued by Wachovia Bank,
National Association relating to the Class
A-2PFL and Class A-MFL certificates. Because
both the Class A-2PFL and the Class A-MFL
regular interests accrue interest at a fixed
rate of interest, the ability of the holders of
each of the Class A-2PFL and Class A-MFL
certificates to obtain the payment of interest
at the designated pass-through rate (which
payment of interest may be reduced in certain
circumstances as described in this prospectus
supplement) will depend on payment by the swap
counterparty pursuant to the related swap
contract. See "DESCRIPTION OF THE SWAP
CONTRACTS--The Class A-2PFL and the Class A-MFL
Swap Counterparty" in this prospectus
supplement.
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If the related swap counterparty's long term
ratings fall below the ratings levels set
forth in the related swap contract by any
rating agency, the related swap counterparty
will be required to post collateral or find a
replacement swap counterparty that would not
cause another rating agency trigger event. In
the event that the related swap counterparty
fails to either post acceptable collateral or
find an acceptable replacement swap
counterparty after such a trigger event, the
trustee will be required to take such actions
(following the expiration of any applicable
grace period), unless otherwise directed in
writing by the holders of 25% of the Class
A-2PFL certificates or the Class A-MFL
certificates, as applicable, to enforce the
rights of the trust fund under the applicable
swap contract as may be permitted by the terms
of the applicable swap contract and use any
termination payments received from the related
swap counterparty to enter into a replacement
swap contract on substantially similar terms.
If the costs attributable to entering into a
replacement swap contract would exceed the net
proceeds of the liquidation of the applicable
swap contract, a replacement swap contract
will not be entered into and any such proceeds
will instead be distributed to the holders of
the Class A-2PFL certificates or the Class
A-MFL certificates, as the case may be. There
can be no assurance that the applicable swap
counterparty will maintain its current ratings
or have sufficient assets or otherwise be able
to fulfill its obligations under the related
swap contract.
During the occurrence of a continuing payment
default with respect to the applicable swap
counterparty or if the applicable swap
contract is terminated and no replacement swap
counterparty is found, the Class A-2PFL
certificates or the Class A-MFL certificate
pass-through rate will convert to the fixed
interest rate. Any such conversion to a fixed
rate might result in a temporary delay of
payment of the distributions to the holders of
the Class A-2PFL certificates or the Class
A-MFL certificates, as applicable, if notice
of the resulting change in payment terms of
the certificates is not given to the
Depository Trust Corporation within the time
frame in advance of the distribution date that
Depository Trust Corporation requires to
modify the payment.
If the costs attributable to entering into a
replacement swap contract would exceed the net
proceeds of the liquidation of the applicable
swap contract, then a replacement swap
contract will not be entered into and any such
proceeds will instead be distributed to the
holders of the Class A-2PFL certificates or
the Class A-MFL certificates, as applicable.
There can be no assurance that the applicable
swap counterparty will maintain the required
ratings or have sufficient assets or otherwise
be able to fulfill its obligations under the
related swap contract, and there can be no
assurance that any termination payments
payable by the applicable swap counterparty
will be sufficient for the trustee to engage a
replacement swap counterparty. In addition, a
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termination fee may not be payable by the
applicable swap counterparty in connection
with certain termination events.
In addition, the trustee will not be obligated
to undertake any enforcement action with
respect to the related swap contract unless it
has received from the Class A-2PFL
certificateholders or the Class A-MFL
certificateholders, as the case may be, an
indemnity satisfactory to the trustee with
respect to the costs, expenses and liabilities
associated with enforcing the rights of the
trust fund under the related swap contract. No
such costs, expenses and/or liabilities will
be payable out of the trust fund.
In addition, if the funds allocated to payment
of interest distributions on the Class A-2PFL
regular interest or the Class A-MFL regular
interest are insufficient to make all required
interest payments on the Class A-2PFL regular
interest or the Class A-MFL regular interest,
as applicable, the amount paid to the related
swap counterparty will be reduced and interest
paid by the related swap counterparty under
the applicable swap contract will be reduced,
on a dollar for dollar basis, by an amount
equal to the difference between the amount
actually paid to the related swap counterparty
and the amount that would have been paid if
the funds allocated to payment of interest
distributions on the corresponding regular
interest had been sufficient to make all
required interest payments on that regular
interest. As a result, the holders of the
Class A-2PFL certificates and/or the Class
A-MFL certificates may experience an interest
shortfall. See "DESCRIPTION OF THE SWAP
CONTRACTS" in this prospectus supplement.
BORROWER DEFAULTS MAY ADVERSELY
AFFECT YOUR YIELD............ The aggregate amount of distributions on the
offered certificates, the yield to maturity of
the offered certificates, the rate of principal
payments on the offered certificates and the
weighted average life of the offered
certificates will be affected by the rate and
timing of delinquencies and defaults on the
mortgage loans included in the trust fund.
Delinquencies on the mortgage loans included in
the trust fund, if the delinquent amounts are
not advanced, may result in shortfalls in
distributions of interest and/or principal to
the offered certificates for the current month.
Any late payments received on or in respect of
the mortgage loans will be distributed to the
certificates in the priorities described more
fully in this prospectus supplement, but no
interest will accrue on such shortfall during
the period of time such payment is delinquent.
If you calculate your anticipated yield based
on an assumed default rate and an assumed
amount of losses on the mortgage pool that are
lower than the default rate and the amount of
losses actually experienced, and if such
losses are allocated to your class of
certificates, your actual yield to maturity
will be lower than the yield so calculated and
could, under certain
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scenarios, be negative. The timing of any loss
on a liquidated mortgage loan also will affect
the actual yield to maturity of the offered
certificates to which all or a portion of such
loss is allocable, even if the rate of
defaults and severity of losses are consistent
with your expectations. In general, the
earlier you bear a loss, the greater the
effect on your yield to maturity. See "YIELD
AND MATURITY CONSIDERATIONS" in this
prospectus supplement and "YIELD
CONSIDERATIONS" in the accompanying
prospectus.
Even if losses on the mortgage loans included
in the trust fund are allocated to a
particular class of offered certificates, such
losses may affect the weighted average life
and yield to maturity of other certificates.
Losses on the mortgage loans, to the extent
not allocated to such class of offered
certificates, may result in a higher
percentage ownership interest evidenced by
such certificates than would otherwise have
resulted absent such loss. The consequent
effect on the weighted average life and yield
to maturity of the offered certificates will
depend upon the characteristics of the
remaining mortgage loans.
ADDITIONAL COMPENSATION AND
CERTAIN REIMBURSEMENTS TO
THE SERVICER WILL AFFECT
YOUR RIGHT TO RECEIVE
DISTRIBUTIONS................ To the extent described in this prospectus
supplement, the master servicer, the special
servicer or the trustee, as applicable, will be
entitled to receive interest on unreimbursed
advances and unreimbursed servicing expenses.
The right of the master servicer, the special
servicer or the trustee to receive such
payments of interest is senior to the rights of
certificateholders to receive distributions on
the certificates and, consequently, may result
in additional trust fund expenses being
allocated to the offered certificates that
would not have resulted absent the accrual of
such interest. In addition, the special
servicer will receive a fee with respect to
each specially serviced mortgage loan and any
collections thereon, including specially
serviced mortgage loans which have been
returned to performing status. This will result
in shortfalls which will be allocated to the
offered certificates. The foregoing concerns
also apply to the NGP Rubicon GSA Pool mortgage
loan and the 1000 & 1100 Wilson mortgage loan
which are serviced under the 2005-C20 pooling
and servicing agreement. That agreement
likewise provides for interest on advances and
special servicing compensation.
SUBORDINATION OF SUBORDINATE
OFFERED CERTIFICATES......... As described in this prospectus supplement,
unless your certificates are Class A-1, Class
A-2PFL, Class A-2C, Class A-3, Class A-PB,
Class, A-4, Class A-1A, Class X-C or Class X-P
certificates, your rights to receive
distributions of amounts collected or advanced
on or in respect of the mortgage loans will be
subordinated to those of the holders of the
offered certificates with an earlier payment
priority.
S-53
See "DESCRIPTION OF THE CERTIFICATES--
Distributions--Application of the Available
Distribution Amount" and "DESCRIPTION OF THE
CERTIFI-CATES--Subordination; Allocation of
Losses and Certain Expenses" in this
prospectus supplement.
YOUR LACK OF CONTROL OVER THE
TRUST FUND CAN CREATE RISKS.... You and other certificateholders generally do
not have a right to vote and do not have the
right to make decisions with respect to the
administration of the trust fund. See
"SERVICING OF THE MORTGAGE LOANS--General" in
this prospectus supplement. Those decisions are
generally made, subject to the express terms of
the pooling and servicing agreement, by the
master servicer, the trustee or the special
servicer, as applicable. Any decision made by
one of those parties in respect of the trust
fund, even if that decision is determined to be
in your best interests by that party, may be
contrary to the decision that you or other
certificateholders would have made and may
negatively affect your interests.
Under certain circumstances, the consent or
approval of less than all certificateholders
will be required to take, and will bind all
certificateholders to, certain actions
relating to the trust fund. The interests of
those certificateholders may be in conflict
with those of the other certificateholders.
For example, certificateholders of certain
classes that are subordinate in right of
payment may direct the actions of the special
servicer with respect to troubled mortgage
loans and related mortgaged properties. In
certain circumstances, the holder of a
companion loan, mezzanine loan or subordinate
debt may direct the actions of the special
servicer with respect to the related mortgage
loan and the holder of a companion loan,
mezzanine loan or subordinate debt will have
certain consent rights relating to foreclosure
or modification of the related loans. The
interests of such holder of a companion loan,
mezzanine loan or subordinate debt may be in
conflict with those of the certificateholders.
Eleven (11) of the mortgage loans,
representing 24.5% of the mortgage pool (27.8%
of loan group 1), are each one of a pair of
loans evidenced by multiple promissory notes.
With respect to 2 of these mortgage loans,
representing 11.5% of the mortgage pool (13.1%
of loan group 1), each related mortgage loan
is evidenced by a promissory note that is pari
passu in right of payment. The trust fund
includes only one of the pari passu notes.
With respect to 9 of these mortgage loans,
representing 13.0% of the mortgage pool (14.7%
of loan group 1), the related mortgage loans
are evidenced by one promissory note that is
subordinate in right of payment to the other
promissory note. In the case of the NGP
Rubicon GSA Pool whole loan and the 1000 &
1100 Wilson whole loan, the respective pari
passu companion note or notes is included in
the trust fund created in connection with the
Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates,
Series 2005-C20 commercial mortgage
securitization. Although the 2005-C20
S-54
pooling and servicing agreement provides for
servicing arrangements consistent with a rated
commercial mortgage securitization, such
servicing arrangements are not identical to
the servicing arrangements for the other
mortgage loans backing the offered
certificates and there may be material
differences. The holders of the offered
certificates will have limited ability to
control the servicing of the NGP Rubicon GSA
Pool mortgage loan and the 1000 & 1100 Wilson
mortgage loan and will have limited or no
rights with respect to events of default on
the part of the 2005-C20 servicers. In each
case, the trust fund does not include the
subordinate companion note. In each case where
the related mortgage loans are evidenced by
one promissory note that is subordinate in
right of payment to the other promissory note,
the holders of the subordinate companion loans
and/or the pari passu companion loans (or, if
applicable, the holders of beneficial
interests in the pari passu companion loans
and/or the subordinate companion loans) have
certain control, consultation and/or consent
rights with respect to the servicing and/or
administration of these loans. In addition,
such holders of the pari passu companion notes
or the subordinate companion loans (or, if
applicable, the holders of beneficial
interests in the pari passu companion loans or
the subordinate companion loans) may have been
granted various rights and powers pursuant to
the related intercreditor agreement or other
similar agreement, including cure rights and
purchase options with respect to the related
mortgage loans. In some cases, the foregoing
rights and powers may be assignable or may be
exercised through a representative or
designee. Accordingly, these rights may
potentially conflict with the interests of the
certificateholders.
Additionally, less than all of the
certificateholders may amend the pooling and
servicing agreement in certain circumstances.
See "SERVICING OF THE MORTGAGE LOANS--The
Controlling Class Representative" in this
prospectus supplement and "DESCRIPTION OF THE
CERTIFICATES--Voting Rights" in this
prospectus supplement and the accompanying
prospectus.
LIQUIDITY FOR CERTIFICATES
MAY BE LIMITED................ There is currently no secondary market for
the offered certificates. While each
underwriter has advised us that it intends to
make a secondary market in one or more classes
of the offered certificates, none of them are
under any obligation to do so. No secondary
market for your certificates may develop. If a
secondary market does develop, there can be no
assurance that it will be available for the
offered certificates or, if it is available,
that it will provide holders of the offered
certificates with liquidity of investment or
continue for the life of your certificates.
Lack of liquidity could result in a substantial
decrease in the market value of your
certificates. Your certificates will not be
listed on any securities exchange
S-55
or traded in any automated quotation system of
any registered securities association such as
NASDAQ.
BOOK-ENTRY REGISTRATION....... Your certificates will be initially
represented by one or more certificates
registered in the name of Cede & Co., as the
nominee for the Depository Trust Company, and
will not be registered in your name. As a
result, you will not be recognized as a
certificateholder, or holder of record of your
certificates.
POTENTIAL CONFLICTS
OF INTEREST................... The master servicer is an affiliate of the
depositor, an affiliate of one of the
underwriters, one of the mortgage loan sellers,
the Class A-2PFL swap counterparty and the
Class A-MFL swap counterparty. In addition,
Wachovia Bank, National Association is also the
master servicer under the pooling and servicing
agreement executed in connection with the
Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates,
Series 2005-C20 commercial mortgage
securitization under which the NGP Rubicon GSA
Pool mortgage loan and the 1000 & 1100 Wilson
mortgage loan are being serviced. These
affiliations could cause conflicts with the
master servicer's duties to the trust fund
under the pooling and servicing agreement.
However, the pooling and servicing agreement
provides that the mortgage loans shall be
administered in accordance with the servicing
standard described in this prospectus
supplement without regard to an affiliation
with any other party to the pooling and
servicing agreement. See "SERVICING OF THE
MORTGAGE LOANS--General" in this prospectus
supplement.
Wachovia Bank, National Association, which is
the master servicer, or one of its affiliates,
is also the initial holder of certain
companion loans with respect to 2 mortgage
loans, the Metropolitan Square mortgage loan,
representing 3.8% of the mortgage pool (4.4%
of loan group 1) and the Bryan Tower mortgage
loan, representing 2.1% of the mortgage pool
(2.4% of loan group 1). See "DESCRIPTION OF
THE MORTGAGE POOL--Co-Lender Loans" in this
prospectus supplement. This could cause a
conflict between Wachovia Bank, National
Association's duties to the trust fund under
the pooling and servicing agreement as the
master servicer and its or its affiliate's
interest as a holder of a companion loan or
those interests, respectively. However, the
pooling and servicing agreement provides that
the mortgage loans shall be administered in
accordance with the servicing standard without
regard to ownership of any companion loan by
the master servicer. See "SERVICING OF THE
MORTGAGE LOANS--General" in this prospectus
supplement.
Wachovia Bank, National Association is also an
equity owner of Capital Lease, LP, the holder
of the companion loan with respect to the FBI
Office Building mortgage loan, the Abbott
Laboratories mortgage loan and the Lowes Home
S-56
Improvement mortgage loan. Accordingly, a
conflict may arise between Wachovia Bank,
National Association's duties to the trust
fund under the pooling and servicing agreement
and its or its affiliate's interest as a
holder of a companion loan or the holder of
certain certificates. See "DESCRIPTION OF THE
MORTGAGE POOL--Co-Lender Loans" in this
prospectus supplement. In addition, Wachovia
Bank, National Association is an affiliate of
Wachovia Development Corporation, the
controlling equity owner of the borrower with
respect to 1 mortgage loan (loan number 25),
representing 1.0% of the mortgage pool (1.1%
of loan group 1).
Nomura Credit & Capital, Inc., which is one of
the mortgage loan sellers and an affiliate of
one of the underwriters, is also the initial
holder of certain companion loans with respect
to 2 mortgage loans, the San Felipe Plaza
mortgage loan, representing 3.1% of the
mortgage pool (3.5% of loan group 1) and the
2500 City West mortgage loan, representing
2.1% of the mortgage pool (2.4% of loan group
1), which relationship could cause a conflict
of interest.
LNR Partners, Inc., which is the special
servicer, or one of its affiliates, is
expected to purchase certain of the
non-offered certificates (including the Class
P Certificates). This could cause a conflict
between the duties of LNR Partner, Inc. to the
trust fund as special servicer under the
pooling and servicing agreement and its
interest as a holder of a certificate.
The special servicer will (and any related
sub-servicer may) be involved in determining
whether to modify or foreclose a defaulted
mortgage loan. The special servicer or an
affiliate of the special servicer may purchase
certain other non-offered certificates
(including the controlling class and the Class
Z certificates). The special servicer or its
affiliate may serve as the initial controlling
class representative. The special servicer or
its affiliates may acquire non-performing
loans or interests in non-performing loans,
which may include REO properties that compete
with the mortgaged properties securing
mortgage loans in the trust fund. The special
servicer or its affiliates own and are in the
business of acquiring assets similar in type
to the assets of the trust fund. The special
servicer or its affiliates may also make loans
on properties that may compete with the
mortgaged properties and may also advise other
clients that own or are in the business of
owning properties that compete with the
mortgaged properties or that own loans like
the mortgage loans included in the trust fund.
Accordingly, the assets of the special
servicer and its affiliates may, depending
upon the particular circumstances including
the nature and location of such assets,
compete with the mortgaged properties for
tenants, purchasers, financing and so forth.
See "SERVICING OF THE MORTGAGE
LOANS--Modifications, Waivers and Amendments"
in this prospectus supplement.
S-57
This could cause a conflict between the
special servicer's duties to the trust fund
under the pooling and servicing agreement and
its interest as a holder of a certificate.
However, the pooling and servicing agreement
provides that the mortgage loans shall be
administered in accordance with the servicing
standard without regard to ownership of any
certificate by the master servicer, the
special servicer or any affiliate of the
special servicer. See "SERVICING OF THE
MORTGAGE LOANS--General" in this prospectus
supplement.
In addition, the related property managers and
borrowers may experience conflicts of interest
in the management and/or ownership of the
mortgaged properties securing the mortgage
loans because:
o a substantial number of the mortgaged
properties are managed by property managers
affiliated with the respective borrowers;
o these property managers also may manage
and/or franchise additional properties,
including properties that may compete with
the mortgaged properties;
o affiliates of the property manager and/or
the borrowers or the property managers
and/or the borrowers themselves also may
own other properties, including competing
properties; or
o the mortgaged property is self managed.
In addition, certain mortgage loans included
in the trust fund may have been refinancings
of debt previously held by (or by an affiliate
of) one of the mortgage loan sellers.
The activities of the mortgage loan sellers
and their affiliates may involve properties
which are in the same markets as the mortgaged
properties underlying the certificates. In
such case, the interests of each of the
mortgage loan sellers or such affiliates may
differ from, and compete with, the interests
of the trust fund, and decisions made with
respect to those assets may adversely affect
the amount and timing of distributions with
respect to the certificates.
TERRORIST ATTACKS AND MILITARY
CONFLICTS MAY ADVERSELY
AFFECT YOUR INVESTMENT......... On September 11, 2001, the United States was
subjected to multiple terrorist attacks which
resulted in considerable uncertainty in the
world financial markets. The terrorist attacks
on the World Trade Center and the Pentagon
suggest an increased likelihood that large
public areas such as shopping malls or large
office buildings could become the target of
terrorist attacks in the future. The
possibility of such attacks could (i) lead to
damage to one or more of the mortgaged
properties if any such attacks occur, (ii)
result in higher costs for security and
insurance premiums, particularly for large
properties, which could adversely affect the
cash
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flow at those mortgaged properties, or (iii)
impact leasing patterns or shopping patterns
which could adversely impact leasing revenue
and mall traffic and percentage rent. As a
result, the ability of the mortgaged
properties to generate cash flow may be
adversely affected. The terrorist attacks may
also adversely affect the revenues or costs of
operation of the mortgaged properties. See
"--Insurance Coverage on Mortgaged Properties
May Not Cover Special Hazard Losses" below.
Terrorist attacks in the United States,
incidents of terrorism occurring outside the
United States and military conflict in Iraq
and elsewhere may significantly reduce air
travel throughout the United States, and,
therefore, have a negative effect on revenues
in areas heavily dependent on tourism. Any
decrease in air travel may have a negative
effect on certain of the mortgaged properties,
including hotel mortgaged properties and those
mortgaged properties located in tourist areas,
which could reduce the ability of such
mortgaged properties to generate cash flow.
It is uncertain what continued effect armed
conflict involving the United States,
including the continuing military presence of
the United States in Iraq and Afghanistan or
any future conflict with any other country,
will have on domestic and world financial
markets, economies, real estate markets,
insurance costs or business segments. Foreign
or domestic conflicts of any kind could have
an adverse effect on the mortgaged properties.
Accordingly, these disruptions, uncertainties
and costs could materially and adversely
affect your investment in the certificates.
THE MORTGAGE LOANS
RISKS ASSOCIATED WITH
COMMERCIAL LENDING MAY BE
DIFFERENT THAN FOR
RESIDENTIAL LENDING.......... Commercial and multifamily lending is
generally viewed as exposing a lender (and your
investment in the trust fund) to a greater risk
of loss than lending which is secured by
single-family residences, in part because it
typically involves making larger loans to
single borrowers or groups of related
mortgagors. In addition, unlike loans which are
secured by single-family residences, repayment
of loans secured by commercial and multifamily
properties depends upon the ability of the
related real estate project:
o to generate income sufficient to pay debt
service, operating expenses and leasing
commissions and to make necessary repairs,
tenant improvements and capital
improvements; and
o in the case of loans that do not fully
amortize over their terms, to retain
sufficient value to permit the borrower to
pay off the loan at maturity through a sale
or refinancing of the mortgaged property.
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FUTURE CASH FLOW AND PROPERTY
VALUES ARE NOT PREDICTABLE..... A number of factors, many beyond the control
of the property owner, may affect the ability
of an income producing real estate project to
generate sufficient net operating income to pay
debt service and/or to maintain its value.
Among these factors are:
o economic conditions generally and in the
area of the project;
o the age, quality, functionality and design
of the project;
o the degree to which the project competes
with other projects in the area;
o changes or continued weakness in specific
industry segments;
o increases in operating costs;
o the willingness and ability of the owner to
provide capable property management and
maintenance;
o the degree to which the project's revenue
is dependent upon a single tenant or user,
a small group of tenants, tenants
concentrated in a particular business or
industry and the competition to any such
tenants;
o an increase in the capital expenditures
needed to maintain the properties or make
improvements;
o a decline in the financial condition of a
major tenant;
o the location of a mortgaged property;
o whether a mortgaged property can be easily
converted (or converted at all) to
alternative uses;
o an increase in vacancy rates;
o perceptions regarding the safety,
convenience and attractiveness of such
properties;
o vulnerability to litigation by tenants and
patrons; and
o environmental contamination.
Many of the mortgaged properties securing
mortgage loans included in the trust fund have
leases that expire or may be subject to tenant
termination rights prior to the maturity date
of the related mortgage loan. Certain of such
loans may be leased entirely to a single
tenant.
If leases are not renewed or replaced, if
tenants default, if rental rates fall and/or
if operating expenses increase, the borrower's
ability to repay the loan may be impaired and
the resale value of the property, which is
substantially dependent upon the property's
ability to generate income, may decline.
Even if borrowers successfully renew leases or
relet vacated space, the costs associated with
reletting, including tenant improvements,
leasing commissions and free rent, can exceed
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the amount of any reserves maintained for that
purpose and reduce cash from the mortgaged
properties. Although some of the mortgage
loans included in the trust fund require the
borrower to maintain escrows for leasing
expenses, there is no guarantee that these
reserves will be sufficient. In addition,
there are other factors, including changes in
zoning or tax laws, restrictive covenants,
tenant exclusives and rights of first refusal
to lease or purchase, the availability of
credit for refinancing and changes in
interest-rate levels that may adversely affect
the value of a project and/or the borrower's
ability to sell or refinance without
necessarily affecting the ability to generate
current income. In addition, certain of the
mortgaged properties may be leased in whole or
in part by government-sponsored tenants who
may have certain rights to cancel their leases
or reduce the rent payable with respect to
such leases at any time for, among other
reasons, lack of appropriations. With respect
to the NGP Rubicon GSA Pool mortgage loan
(loan number 2, representing 5.9% of the
mortgage pool (6.7% of loan group 1), 95.0% of
the rentable area at the related mortgaged
properties is occupied by U.S. government
agencies. Although such U.S. government leases
generally do not permit the related tenant to
terminate its lease due to any lack of
appropriations, certain of the U.S. government
leases with respect to the NGP Rubicon GSA
Pool mortgage loan permit the related tenant
to terminate its lease after a specified date
contained in the respective lease, some of
which may be prior to the maturity date of the
related mortgage loan, subject to certain
terms and conditions contained therein. See
"DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans--NGP Rubicon GSA Pool"
in this prospectus supplement.
Other factors are more general in nature, such
as:
o national, regional or local economic
conditions (including plant and military
installation closings, industry slowdowns
and unemployment rates);
o local real estate conditions (such as an
oversupply of retail space, office space or
multifamily housing);
o demographic factors;
o consumer confidence;
o consumer tastes and preferences; and
o changes in building codes and other
applicable laws.
The volatility of net operating income will be
influenced by many of the foregoing factors,
as well as by:
o the length of tenant leases;
o the creditworthiness of tenants;
o in the case of rental properties, the rate
at which new rentals occur;
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o the property's "operating leverage" (for
example, the percentage of total property
expenses in relation to revenue, the ratio
of fixed operating expenses to those that
vary with revenues and the level of capital
expenditures required to maintain the
property and to retain or replace tenants);
and
o a decline in the real estate market or in
the financial condition of a major tenant
will tend to have a more immediate effect
on the net operating income of property
with short-term revenue sources, such as
short-term or month-to-month leases, and
may lead to higher rates of delinquency or
defaults.
SOME MORTGAGED PROPERTIES MAY
NOT BE READILY CONVERTIBLE
TO ALTERNATIVE USES............ Some of the mortgaged properties securing the
mortgage loans included in the trust fund may
not be readily convertible (or convertible at
all) to alternative uses if those properties
were to become unprofitable for any reason. For
example, a mortgaged property may not be
readily convertible (or convertible at all) due
to restrictive covenants related to such
mortgaged property including, in the case of
mortgaged properties which are part of a
condominium regime, the use and other
restrictions imposed by the condominium
declaration and other related documents,
especially in a situation where a mortgaged
property does not represent the entire
condominium regime. In addition, mortgaged
properties that have been designated as
historic sites may be difficult to convert to
alternative uses. In addition, converting
commercial properties to alternate uses
generally requires substantial capital
expenditures. The liquidation value of any
mortgaged property, subject to limitations of
the kind described above or other limitations
on convertibility of use, may be substantially
less than would be the case if the property
were readily adaptable to other uses.
See "--Special Risks Associated with
Industrial and Mixed Use Facilities" and
"--Special Risks Associated with Self Storage
Facilities" below.
LOANS NOT INSURED
OR GUARANTEED................. Generally, the mortgage loans included in the
trust fund will not be an obligation of, or be
insured or guaranteed by, any governmental
entity, by any private mortgage insurer, or by
the depositor, any mortgage loan seller, the
underwriters, the master servicer, the special
servicer, the trustee or any of their
respective affiliates.
We have not evaluated the significance of the
recourse provisions of mortgage loans that may
permit recourse against the related borrower
or another person in the event of a default.
Accordingly, you should assume all of the
mortgage loans included in the trust fund are
nonrecourse loans, and that recourse in the
case of default will be limited to the related
mortgaged property.
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However, in certain circumstances a mortgage
loan seller will be obligated to repurchase or
substitute a mortgage loan sold by it if:
o there is a defect or omission with respect
to certain of the documents relating to
such mortgage loan and such defect or
omission materially and adversely affects
the value of a mortgage loan or the
interests of the trust fund therein or the
interests of any certificateholder; or
o certain of their respective representations
or warranties concerning such mortgage loan
are breached, and such breach materially
and adversely affects the value of such
mortgage loan, the interests of the trust
fund therein or the interests of any
certificateholder and is not cured as
required.
We cannot provide assurance that the
applicable mortgage loan seller will be in a
financial position to make such a repurchase
or substitution.
RISKS RELATING TO CERTAIN
PROPERTY TYPES................. Particular types of income properties are
exposed to particular risks. For instance:
SPECIAL RISKS ASSOCIATED WITH
OFFICE PROPERTIES.............. Office properties may require their owners to
expend significant amounts of cash to pay for
general capital improvements, tenant
improvements and costs of re-leasing space.
Office properties that are not equipped to
accommodate the needs of modern businesses may
become functionally obsolete and thus
non-competitive. In addition, a large number of
factors may adversely affect the value of
office properties, including:
o the quality of an office building's
tenants;
o the physical attributes of the building in
relation to competing buildings (for
example, age, condition, design, access to
transportation and ability to offer certain
amenities, such as sophisticated building
systems);
o the physical attributes of the building
with respect to the technological needs of
the tenants, including the adaptability of
the building to changes in the
technological needs of the tenants;
o the desirability of the area as a business
location;
o the presence of competing properties; and
o the strength and nature of the local
economy (including labor costs and quality,
tax environment and quality of life for
employees).
Moreover, the cost of refitting office space
for a new tenant is often higher than the cost
of refitting other types of properties for new
tenants.
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Office properties secure, in whole or in part,
31 of the mortgage loans included in the trust
fund as of the cut-off date, representing, by
allocated loan amount, 45.2% of the mortgage
pool (by allocated loan amount, 51.4% of loan
group 1).
SPECIAL RISKS ASSOCIATED WITH
MULTIFAMILY PROJECTS......... Multifamily projects are part of a market
that, in general, is characterized by low
barriers to entry. Thus, a particular apartment
market with historically low vacancies could
experience substantial new construction and a
resultant oversupply of units in a relatively
short period of time. Since multifamily
apartment units are typically leased on a
short-term basis, the tenants who reside in a
particular project within such a market may
easily move to alternative projects with more
desirable amenities or locations.
A large number of factors may adversely affect
the value and successful operation of a
multifamily property, including:
o the physical attributes of the apartment
building (for example, its age, appearance
and construction quality);
o the location of the property (for example,
a change in the neighborhood over time);
o the ability of management to provide
adequate maintenance and insurance;
o the types of services and amenities that
the property provides;
o the property's reputation;
o the level of mortgage interest rates
(which, if relatively low, may encourage
tenants to purchase rather than lease
housing);
o the tenant mix, such as the tenant
population being predominantly students or
being heavily dependent on workers from a
particular business or personnel from a
local military base;
o dependence upon governmental programs that
provide rent subsidies to tenants pursuant
to tenant voucher programs or tax credits
to developers to provide certain types of
development;
o the presence of competing properties;
o adverse local or national economic
conditions; and
o state and local regulations.
Furthermore, multifamily projects may be
subject to various tax credit, city, state and
federal housing subsidies, rent stabilization,
use restrictions or similar programs. The
limitations and restrictions imposed by these
programs could result in realized losses on
the mortgage loans. In addition, in the event
that the program is cancelled, it could result
in less income for the project. These programs
may include:
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o rent limitations that could adversely
affect the ability of borrowers to increase
rents to maintain the condition of their
mortgaged properties and satisfy operating
expenses; and
o tenant income restrictions that may reduce
the number of eligible tenants in those
mortgaged properties and result in a
reduction in occupancy rates.
The differences in rents between subsidized or
supported properties and other multifamily
rental properties in the same area may not be
a sufficient economic incentive for some
eligible tenants to reside at a subsidized or
supported property that may have fewer
amenities or be less attractive as a
residence. As a result, occupancy levels at a
subsidized or supported property may decline,
which may adversely affect the value and
successful operation of such property.
Multifamily properties secure 76 of the
mortgage loans included in the trust fund as
of the cut-off date, representing 17.2% of the
mortgage pool (14 mortgage loans in loan group
1 or 6.7% and 62 mortgage loans in loan group
2 or 94.4%).
SPECIAL RISKS ASSOCIATED WITH
SHOPPING CENTERS AND OTHER
RETAIL PROPERTIES............. Shopping centers are affected by the health of
the retail industry, which is currently
undergoing a consolidation and is experiencing
changes due to the growing market share of
"off-price" retailing, including the popularity
of home shopping networks, shopping via
internet web sites and telemarketing. A
particular shopping center may be adversely
affected by the bankruptcy or decline in
drawing power of an anchor, shadow anchor or
major tenant, a shift in consumer demand due to
demographic changes (for example, population
decreases or changes in average age or income)
and/or changes in consumer preference (for
example, to discount retailers).
In the case of retail properties, the failure
of an anchor, shadow anchor or major tenant to
renew its lease, the termination of an anchor,
shadow anchor or major tenant's lease, the
bankruptcy or economic decline of an anchor,
shadow anchor or major tenant, or the
cessation of the business of an anchor, shadow
anchor or major tenant at its store,
notwithstanding that such tenant may continue
payment of rent after "going dark," may have a
particularly negative effect on the economic
performance of a shopping center property
given the importance of anchor tenants, shadow
anchor tenants and major tenants in attracting
traffic to other stores within the same
shopping center. In addition, the failure of
one or more major tenants, such as an anchor
or shadow anchor tenant, to operate from its
premises may entitle other tenants to rent
reductions or the right to terminate their
leases. See "--The Failure of a Tenant Will
Have a Negative Impact on Single Tenant and
Tenant Concentration Properties" below.
S-65
Retail properties, including shopping centers,
secure, in whole or in part, 62 of the
mortgage loans included in the trust fund as
of the cut-off date, representing by allocated
loan amount, 15.7% of the mortgage pool (by
allocated loan amount, 17.9% of loan group 1).
SPECIAL RISKS ASSOCIATED WITH
SELF STORAGE FACILITIES........ The self storage facilities market contains
low barriers to entry. In addition, due to the
short term nature of self storage leases, self
storage properties also may be subject to more
volatility in terms of supply and demand than
loans secured by other types of properties.
Because of the construction utilized in
connection with certain self storage
facilities, it might be difficult or costly to
convert such a facility to an alternative use.
Thus, liquidation value of self storage
properties may be substantially less than
would be the case if the same were readily
adaptable to other uses.
In addition, it is difficult to assess the
environmental risks posed by such facilities
due to tenant privacy, anonymity and
unsupervised access to such facilities.
Therefore, such facilities may pose additional
environmental risks to investors. The
environmental site assessments discussed in
this prospectus supplement did not include an
inspection of the contents of the self storage
units included in the self storage properties.
We therefore cannot provide assurance that all
of the units included in the self storage
properties are free from hazardous substances
or other pollutants or contaminants or will
remain so in the future. See "--Environmental
Laws May Adversely Affect the Value of and
Cash Flow from a Mortgaged Property" below.
Self storage properties secure 32 of the
mortgage loans included in the trust fund as
of the cut off date, representing 8.3% of the
mortgage pool (9.5% of loan group 1).
SPECIAL RISKS ASSOCIATED WITH
HOSPITALITY PROPERTIES......... Hospitality properties are affected by
various factors, including:
o location;
o quality;
o management ability;
o amenities;
o franchise affiliation (or lack thereof);
o continuing expenditures for modernizing,
refurbishing and maintaining existing
facilities prior to the expiration of their
anticipated useful lives;
o a deterioration in the financial strength
or managerial capabilities of the owner and
operator of a hotel;
S-66
o changes in travel patterns caused by
changes in access, energy prices, strikes,
relocation of highways, the construction of
additional highways or other factors;
o adverse economic conditions, either local,
regional or national, which may limit the
amount that may be charged for a room and
may result in a reduction in occupancy
levels; and
o construction of competing hotels or motels,
which may also limit the amount that may be
charged for a room and may result in a
reduction in occupancy levels.
Because hotel rooms generally are rented for
short periods of time, hospitality properties
tend to be affected more quickly by adverse
economic conditions and competition than other
commercial properties. All of the mortgage
loans secured by hotel properties are
affiliated with a franchise or hotel
management company through a franchise or
management agreement. The performance of a
hotel property affiliated with a franchise or
hotel management company depends in part on:
o the continued existence and financial
strength of the franchisor or hotel
management company;
o the public perception of the franchise or
hotel chain service mark; and
o the duration of the franchise licensing or
management agreements.
Any provision in a franchise agreement or
management agreement providing for termination
because of a bankruptcy of a franchisor or
manager generally will not be enforceable.
Replacement franchises may require
significantly higher fees.
The transferability of franchise license
agreements is restricted. In the event of a
foreclosure, the lender or its agent would not
have the right to use the franchise license
without the franchisor's consent. Conversely,
in the case of certain mortgage loans, the
lender may be unable to remove a franchisor or
a hotel management company that it desires to
replace following a foreclosure.
Furthermore, the ability of a hotel to attract
customers, and some of such hotel's revenues,
may depend in large part on its having a
liquor license. Such a license may not be
transferable (for example, in connection with
a foreclosure).
Moreover, the hotel and lodging industry is
generally seasonal in nature; different
seasons affect different hotels depending on
type and location. This seasonality can be
expected to cause periodic fluctuations in a
hospitality property's room and restaurant
revenues, occupancy levels, room rates and
operating expenses.
In addition, the events of September 11, 2001,
had and continue to have an adverse impact on
the tourism and
S-67
convention industry. See "--Terrorist Attacks
and Military Conflicts May Adversely Affect
Your Investment" in this prospectus
supplement.
Hospitality properties secure 14 of the
mortgage loans included in the trust fund as
of the cut-off date, representing 6.9% of the
mortgage pool (7.8% of loan group 1).
SPECIAL RISKS ASSOCIATED WITH
MOBILE HOME PARK PROPERTIES... Mortgage loans secured by liens on mobile home
park properties pose risks not associated with
mortgage loans secured by liens on other types
of income producing real estate.
The successful operation of a mobile home park
property may depend upon the number of other
competing residential developments in the
local market, such as:
o other mobile home park properties;
o apartment buildings; and
o site-built single family homes.
Other factors may also include:
o the physical attributes of the
community, including its age and
appearance;
o location of the mobile home park
property;
o the ability of management to provide
adequate maintenance and insurance;
o the types of services or amenities it
provides;
o the property's reputation; and
o state and local regulations, including
rent control and rent stabilization.
The mobile home park properties are "special
purpose" properties that could not be readily
converted to general residential, retail or
office use. Thus, if the operation of any of
the mobile home park properties becomes
unprofitable due to competition, age of the
improvements or other factors such that the
borrower becomes unable to meet its
obligations on the related mortgage loan, the
liquidation value of that mobile home park
property may be substantially less, relative
to the amount owing on the related mortgage
loan, than would be the case if the mobile
home park property were readily adaptable to
other uses.
Mobile home park properties secure 17 of the
mortgage loans included in the trust fund as
of the cut-off date, representing 3.2% of the
mortgage pool (13 mortgage loans in loan group
1 or 2.9% and 4 mortgage loans in loan group 2
or 5.6%).
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SPECIAL RISKS ASSOCIATED WITH
INDUSTRIAL FACILITIES.......... Industrial and mixed-use facilities present
risks not associated with other properties.
Significant factors determining the value of
industrial properties include:
o the quality of tenants;
o building design and adaptability; and
o the location of the property.
Concerns about the quality of tenants,
particularly major tenants, are similar in
both office properties and industrial
properties, although industrial properties are
more frequently dependent on a single tenant.
In addition, properties used for many
industrial purposes are more prone to
environmental concerns than other property
types.
Aspects of building site design and
adaptability affect the value of an industrial
property. Site characteristics which are
valuable to an industrial property include
clear ceiling heights, column spacing, zoning
restrictions, number of bays and bay depths,
divisibility, truck turning radius and overall
functionality and accessibility. In addition,
because of the unique construction
requirements of many industrial properties,
any vacant industrial property may not be
easily converted to other uses. Location is
also important to an industrial property. An
industrial property requires the availability
of labor sources, proximity to supply sources
and customers and accessibility to rail lines,
major roadways and other distribution
channels.
Industrial properties may be adversely
affected by reduced demand for industrial
space occasioned by a decline in a particular
industry segment (e.g., a decline in defense
spending), and a particular industrial
property that suited the needs of its original
tenant may be difficult to relet to another
tenant or may become functionally obsolete
relative to newer properties. In addition,
lease terms with respect to industrial
properties are generally for shorter periods
of time than with respect to other properties
and may result in a substantial percentage of
leases expiring in the same year at any
particular industrial property.
Industrial properties secure, in whole or in
part, 3 of the mortgage loans included in the
trust fund as of the cut-off date,
representing by allocated loan amount, 2.6% of
the mortgage pool (by allocated loan amount,
3.0% of loan group 1).
ENVIRONMENTAL LAWS MAY
ADVERSELY AFFECT THE VALUE
OF AND CASH FLOW FROM A
MORTGAGED PROPERTY........... If an adverse environmental condition exists
with respect to a mortgaged property securing a
mortgage loan included in the trust fund, the
trust fund may be subject to certain risks
including the following:
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o a reduction in the value of such mortgaged
property which may make it impractical or
imprudent to foreclose against such
mortgaged property;
o the potential that the related borrower may
default on the related mortgage loan due to
such borrower's inability to pay high
remediation costs or costs of defending
lawsuits due to an environmental impairment
or difficulty in bringing its operations
into compliance with environmental laws;
o liability for clean-up costs or other
remedial actions, which could exceed the
value of such mortgaged property or the
unpaid balance of the related mortgage
loan; and
o the inability to sell the related mortgage
loan in the secondary market or to lease
such mortgaged property to potential
tenants.
Under certain federal, state and local laws,
federal, state and local agencies may impose a
statutory lien over affected property to
secure the reimbursement of remedial costs
incurred by these agencies to correct adverse
environmental conditions. This lien may be
superior to the lien of an existing mortgage.
Any such lien arising with respect to a
mortgaged property securing a mortgage loan
included in the trust fund would adversely
affect the value of such mortgaged property
and could make impracticable the foreclosure
by the special servicer on such mortgaged
property in the event of a default by the
related borrower.
Under various federal, state and local laws,
ordinances and regulations, a current or
previous owner or operator of real property,
as well as certain other types of parties, may
be liable for the costs of investigation,
removal or remediation of hazardous or toxic
substances on, under, adjacent to or in such
property. The cost of any required
investigation, delineation and/or remediation
and the owner's liability therefor is
generally not limited under applicable laws.
Such liability could exceed the value of the
property and/or the aggregate assets of the
owner. Under some environmental laws, a
secured lender (such as the trust fund) may be
found to be an "owner" or "operator" of the
related mortgaged property if it is determined
that the lender actually participated in the
hazardous waste management of the borrower,
regardless of whether the borrower actually
caused the environmental damage. In such
cases, a secured lender may be liable for the
costs of any required investigation, removal
or remediation of hazardous substances. The
trust fund's potential exposure to liability
for environmental costs will increase if the
trust fund, or an agent of the trust fund,
actually takes possession of a mortgaged
property or control of its day-to-day
operations. See "CERTAIN LEGAL ASPECTS OF
MORTGAGE LOANS AND LEASES--Environmental
Considerations" in the accompanying
prospectus, and "DESCRIPTION OF THE MORTGAGE
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POOL--Assessments of Property
Condition--Environmental Assessments" in this
prospectus supplement.
A third-party environmental consultant
conducted an environmental site assessment (or
updated a previously conducted environmental
site assessment) with respect to each
mortgaged property securing a mortgage loan
included in the trust fund. Such assessments
do not generally include invasive
environmental testing. In each case where the
environmental site assessment or update
revealed a material adverse environmental
condition or circumstance at any mortgaged
property, then (depending on the nature of the
condition or circumstance) one or more of the
following actions has been or is expected to
be taken:
o an environmental consultant investigated
those conditions and recommended no further
investigations or remediation;
o an environmental insurance policy, having
the characteristics described below, was
obtained from a third-party insurer;
o either (i) an operations and maintenance
program, including, in several cases, with
respect to asbestos-containing materials,
lead-based paint, microbial matter and/or
radon, or periodic monitoring of nearby
properties, has been or is expected to be
implemented in the manner and within the
time frames specified in the related loan
documents, or (ii) remediation in
accordance with applicable law or
regulations has been performed, is
currently being performed or is expected to
be performed either by the borrower or by
the party responsible for the
contamination;
o an escrow or reserve was established to
cover the estimated cost of remediation,
with each remediation required to be
completed within a reasonable time frame in
accordance with the related loan documents;
or
o the related borrower or other responsible
party having financial resources reasonably
estimated to be adequate to address the
related condition or circumstance is
required to take (or is liable for the
failure to take) actions, if any, with
respect to those circumstances or
conditions that have been required by the
applicable governmental regulatory
authority or any environmental law or
regulation.
We cannot provide assurance, however, that the
environmental assessments identified all
environmental conditions and risks, that the
related borrowers will implement all
recommended operations and maintenance plans,
that such plans will adequately remediate the
environmental condition, or that any
environmental indemnity, insurance or escrow
will fully cover all potential environmental
conditions and risks. In addition, the
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environmental condition of the underlying real
properties could be adversely affected by
tenants or by the condition of land or
operations in the vicinity of the properties,
such as underground storage tanks.
We cannot provide assurance, however, that
should such coverage be needed, coverage would
be available or uncontested, that the terms
and conditions of such coverage would be met,
that coverage would be sufficient for the
claims at issue or that coverage would not be
subject to certain deductibles.
In addition, some of the related borrowers
have provided an environmental indemnification
in favor of the mortgagee.
One (1) of the mortgaged properties,
representing 1.2% of the mortgage pool (1.3%
of the loan group 1) is located in Puerto
Rico. Puerto Rico Environmental Quality Board
(the "EQB") has authority to enforce the
Puerto Rico Environmental Public Policy Act,
Act No. 416 of September 22, 2004, effective
as of March 22, 2005, ("Act No. 416") and the
regulations promulgated thereunder. Act No.
416 grants EQB the authority to exercise,
execute, receive and administer federal
environmental laws and to adopt and implement
regulations and a permit system related, among
others, to the Federal Clean Water Act, Clean
Air Act, Solid Waste Disposal Act, Resource
Conservation and Recovery Act, CERCLA and any
other federal environmental legislation that
might be enacted. The environmental
regulations in Puerto Rico address, among
others, such areas as air emissions, waste
water direct and indirect discharges,
hazardous and non-hazardous solid waste
management, underground injection, underground
storage tanks and protection of natural
resources. Therefore, facilities in Puerto
Rico under certain circumstances may be
subject to enforcement action from both the
EPA and the EQB. In those cases where
enforcement of the environmental program has
not been delegated to the EQB, the EPA retains
its enforcement authority. If the EQB fails to
carry out its enforcement responsibility of a
federal delegated program, the EPA may
exercise its enforcement authority.
The pooling and servicing agreement will
require that the special servicer obtain an
environmental site assessment of a mortgaged
property securing a mortgage loan included in
the trust fund prior to taking possession of
the property through foreclosure or otherwise
or assuming control of its operation. Such
requirement effectively precludes enforcement
of the security for the related mortgage note
until a satisfactory environmental site
assessment is obtained (or until any required
remedial action is thereafter taken), but will
decrease the likelihood that the trust fund
will become liable for a material adverse
environmental condition at the mortgaged
property. However, we cannot give assurance
that the requirements of the pooling and
servicing agreement will effectively insulate
the trust fund from potential liability for
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a materially adverse environmental condition
at any mortgaged property. See "DESCRIPTION OF
THE POOLING AND SERVICING AGREEMENTS--
Realization Upon Defaulted Mortgage Loans,"
"RISK FACTORS--Environmental Liability May
Affect the Lien on a Mortgaged Property and
Expose the Lender to Costs" and "CERTAIN LEGAL
ASPECTS OF MORTGAGE LOANS AND LEASES--
Environmental Considerations" in the
accompanying prospectus.
SPECIAL RISKS ASSOCIATED WITH
BALLOON LOANS AND ANTICIPATED
REPAYMENT DATE LOANS........... Two hundred twenty-six (226) mortgage loans,
representing 98.9% of the mortgage pool (161
mortgage loans in loan group 1 or 99.0% and 65
mortgage loans in loan group 2 or 98.8%)
provide for scheduled payments of principal
and/or interest based on amortization schedules
significantly longer than their respective
remaining terms to maturity or provide for
payments of interest-only until the respective
maturity date and, in each case, a balloon
payment on their respective maturity dates.
Twenty-six (26) of these mortgage loans
included in the trust fund as of the cut-off
date, representing 5.2% of the mortgage pool
(6.0% in loan group 1), are anticipated
repayment date loans, which provide that if the
principal balance of the loan is not repaid on
a date specified in the related mortgage note,
the loan will accrue interest at an increased
rate.
o A borrower's ability to make a balloon
payment or repay its anticipated repayment
date loan on the anticipated repayment date
typically will depend upon its ability
either to refinance fully the loan or to
sell the related mortgaged property at a
price sufficient to permit the borrower to
make such payment.
o Whether or not losses are ultimately
sustained, any delay in the collection of a
balloon payment on the maturity date or
repayment on the anticipated repayment date
that would otherwise be distributable on
your certificates will likely extend the
weighted average life of your certificates.
o The ability of a borrower to effect a
refinancing or sale will be affected by a
number of factors, including (but not
limited to) the value of the related
mortgaged property, the level of available
mortgage rates at the time of sale or
refinancing, the borrower's equity in the
mortgaged property, the financial condition
and operating history of the borrower and
the mortgaged property, rent rolling
status, rent control laws with respect to
certain residential properties, tax laws,
prevailing general and regional economic
conditions and the availability of credit
for loans secured by multifamily or
commercial properties, as the case may be.
We cannot assure you that each borrower under
a balloon loan or an anticipated repayment
date loan will have the ability to repay the
principal balance of such mortgage loan
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on the related maturity date or anticipated
repayment date, as applicable. In addition,
fully amortizing mortgage loans which pay
interest on an "actual/360" basis but have
fixed monthly payments may, in fact, have a
small "balloon payment" due at maturity. For
additional description of risks associated
with balloon loans, see "RISK FACTORS--Balloon
Payments on Mortgage Loans Result in
Heightened Risk of Borrower Default" in the
accompanying prospectus.
In order to maximize recoveries on defaulted
mortgage loans, the pooling and servicing
agreement permits the special servicer to
extend and modify mortgage loans that are in
material default or as to which a payment
default (including the failure to make a
balloon payment) is imminent; subject,
however, to the limitations described under
"SERVICING OF THE MORTGAGE LOANS--
Modifications, Waivers and Amendments"
in this prospectus supplement. We cannot
provide assurance, however, that any such
extension or modification will increase the
present value of recoveries in a given case.
Any delay in collection of a balloon payment
that would otherwise be distributable on your
certificates, whether such delay is due to
borrower default or to modification of the
related mortgage loan, will likely extend the
weighted average life of your certificates.
See "YIELD AND MATURITY CONSIDERATIONS" in
this prospectus supplement and "YIELD
CONSIDERATIONS" in the accompanying
prospectus.
POTENTIAL ADVERSE CONSEQUENCES
ASSOCIATED WITH BORROWER
CONCENTRATION, BORROWERS UNDER
COMMON CONTROL AND RELATED
BORROWERS.................... Certain borrowers under the mortgage loans
included in the trust fund are affiliated or
under common control with one another. In such
circumstances, any adverse circumstances
relating to a borrower or an affiliate thereof
and affecting one of the related mortgage loans
or mortgaged properties could also affect other
mortgage loans or mortgaged properties of the
related borrower. In particular, the bankruptcy
or insolvency of any such borrower or affiliate
could have an adverse effect on the operation
of all of the mortgaged properties of that
borrower and its affiliates and on the ability
of such related mortgaged properties to produce
sufficient cash flow to make required payments
on the mortgage loans. For example, if a person
that owns or directly or indirectly controls
several mortgaged properties experiences
financial difficulty at one mortgaged property,
they could defer maintenance at one or more
other mortgaged properties in order to satisfy
current expenses with respect to the mortgaged
property experiencing financial difficulty, or
they could attempt to avert foreclosure by
filing a bankruptcy petition that might have
the effect of interrupting payments for an
indefinite period on all the related mortgage
loans. In particular, such person experiencing
financial difficulty or
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becoming subject to a bankruptcy proceeding
may have an adverse effect on the funds
available to make distributions on the
certificates and may lead to a downgrade,
withdrawal or qualification (if applicable) of
the ratings of the certificates.
Mortgaged properties owned by related
borrowers are likely to:
o have common management, increasing the risk
that financial or other difficulties
experienced by the property manager could
have a greater impact on the pool of
mortgage loans included in the trust fund;
and
o have common general partners or managing
members which would increase the risk that
a financial failure or bankruptcy filing
would have a greater impact on the pool of
mortgage loans included in the trust fund.
The TPG/CalSTRS concentration (loan numbers 6
and 9), consists of 2 mortgage loans which
represent 5.2% of the mortgage pool (5.9% of
loan group 1). The sponsor of each loan in the
TPG/CalSTRS concentration is TPG/CalSTRS, LLC.
See "DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans" in this prospectus
supplement.
The Prudential concentration (loan numbers 7
and 15) consists of 2 mortgage loans which
represent 4.4% of the mortgage pool (5.0% of
loan group 1). The sponsor of each mortgage
loan in the Prudential concentration is
Prudential Real Estate Investors on behalf of
the Western conference of Teamsters Pension
Trust Fund or on behalf of the Virginia
Retirement System. See "DESCRIPTION OF THE
MORTGAGE POOL--Twenty Largest Mortgage Loans"
in this prospectus supplement.
The Sitt concentration (loan numbers 8 and 14)
consists of 2 mortgage loans which represent
4.1% of the mortgage pool (4.7% of loan group
1). The sponsor of each mortgage loan in the
Sitt concentration is Ralph Sitt. See
"DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans" in this prospectus
supplement.
Although the mortgage loans within an
individual portfolio are generally
cross-collateralized and cross-defaulted with
the other mortgage loans in such portfolio,
the mortgage loans in one portfolio are not
cross-collateralized or cross-defaulted with
the mortgage loans in the other portfolio. No
group, individual, borrower, or sponsor
concentration or borrower concentration
represents more than 6.1% of the mortgage pool
(1 mortgage loan in loan group 1 or 6.9%).
THE GEOGRAPHIC CONCENTRATION
OF MORTGAGED PROPERTIES
SUBJECTS THE TRUST FUND TO
A GREATER EXTENT TO STATE
AND REGIONAL CONDITIONS........ Except as indicated in the following tables,
less than 5.0% of the mortgage loans, by
cut-off date pool or loan group
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balance, are secured by mortgaged properties
in any one state, the District of Columbia and
the Commonwealth of Puerto Rico.
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE
JURISDICTION PROPERTIES BALANCE POOL BALANCE
- ----------------------- ------------ ---------------- --------------
CA .................. 88 $ 639,023,765 19.5%
Southern(2) ........ 75 485,914,051 14.8
Northern(2) ........ 13 153,109,714 4.7
NY .................. 8 361,731,243 11.0
TX .................. 25 355,024,720 10.8
VA .................. 14 270,017,614 8.2
Other ............... 194 1,649,819,140 50.4
--- -------------- -----
TOTAL .............. 329 $3,275,616,483 100.0%
=== ============== =====
------------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (allocating the
mortgage loan principal balance to each
of those properties by the appraised
values of the mortgaged properties) or
the allocated loan amount as detailed in
the related mortgage loan documents.
(2) For purposes of determining whether a
mortgaged property is located in
Northern California or Southern
California, mortgaged properties located
north of San Luis Obispo County, Kern
County and San Bernardino County were
included in Northern California and
mortgaged properties located in and
south of such counties were included in
Southern California.
LOAN GROUP 1
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE
MORTGAGED CUT-OFF DATE GROUP 1
JURISDICTION PROPERTIES BALANCE BALANCE
- ----------------------- ------------ ---------------- --------------
CA .................. 51 $ 548,983,959 19.0%
Southern(2) ........ 39 400,374,245 13.9
Northern(2) ........ 12 148,609,714 5.2
NY .................. 8 361,731,243 12.5
TX .................. 15 292,672,687 10.1
VA .................. 14 270,017,614 9.4
Other ............... 173 1,410,913,730 48.9
--- -------------- -----
TOTAL .............. 261 $2,884,319,234 100.0%
=== ============== =====
------------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (allocating the
mortgage loan principal balance to each
of those properties by the appraised
values of the mortgaged properties) or
the allocated loan amount as detailed in
the related mortgage loan documents.
(2) For purposes of determining whether a
mortgaged property is located in
Northern California or Southern
California, mortgaged properties located
north of San Luis Obispo County, Kern
County and San Bernardino County were
included in Northern California and
mortgaged properties located in and
south of such counties were included in
Southern California.
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LOAN GROUP 2
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE
MORTGAGED CUT-OFF DATE GROUP 2
JURISDICTION PROPERTIES BALANCE BALANCE
- ----------------------- ------------ -------------- --------------
CA .................. 37 $ 90,039,806 23.0%
Southern(2) ........ 36 85,539,806 21.9
Northern(2) ........ 1 4,500,000 1.2
TX .................. 10 62,352,033 15.9
AR .................. 3 36,000,000 9.2
UT .................. 1 34,000,000 8.7
AZ .................. 2 33,850,000 8.7
OH .................. 1 30,080,000 7.7
WA .................. 3 26,319,291 6.7
Other ............... 11 78,656,119 20.1
-- ------------ -----
TOTAL .............. 68 $391,297,249 100.0%
== ============ =====
------------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (allocating the
mortgage loan principal balance to each
of those properties by the appraised
values of the mortgaged properties) or
the allocated loan amount as detailed in
the related mortgage loan documents.
(2) For purposes of determining whether a
mortgaged property is located in
Northern California or Southern
California, mortgaged properties located
north of San Luis Obispo County, Kern
County and San Bernardino County were
included in Northern California and
mortgaged properties located in and south
of such counties were included in Southern
California.
The concentration of mortgaged properties in a
specific state or region will make the
performance of the trust fund as a whole more
sensitive to the following in the state or
region where the mortgagors and the mortgaged
properties are located:
o economic conditions;
o conditions in the real estate market;
o changes in governmental rules and fiscal
policies;
o acts of God or terrorism (which may result
in uninsured losses); and
o other factors which are beyond the control
of the mortgagors.
SPECIAL RISKS ASSOCIATED WITH
HIGH BALANCE MORTGAGE LOANS.... Several of the mortgage loans included in the
trust fund, individually or together with other
such mortgage loans with which they are
cross-collateralized, have principal balances
as of the cut-off date that are substantially
higher than the average principal balance of
the mortgage loans in the trust fund as of the
cut-off date.
In general, concentrations in a mortgage pool
of loans with larger-than-average balances can
result in losses that are more severe,
relative to the size of the pool, than would
be
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the case if the aggregate balance of the pool
were more evenly distributed.
o The largest single mortgage loan included
in the trust fund as of the cut-off date
represents 6.1% of the mortgage pool (6.9%
of loan group 1).
o The largest group of cross-collateralized
mortgage loans included in the trust fund
as of the cut-off date represents, in the
aggregate, 3.4% of the mortgage pool (3.9%
of loan group 1).
o The 5 largest mortgage loans or groups of
cross-collateralized mortgage loans
included in the trust fund as of the
cut-off date represent, in the aggregate,
25.8% of the mortgage pool (29.3% of loan
group 1).
o The 10 largest mortgage loans or groups of
cross-collateralized mortgage loans
included in the trust fund as of the
cut-off date represent, in the aggregate,
39.6% of the mortgage pool (45.0% of loan
group 1).
CONCENTRATIONS OF MORTGAGED
PROPERTY TYPES SUBJECT THE
TRUST FUND TO INCREASED
RISK OF DECLINE IN
PARTICULAR INDUSTRIES........ A concentration of mortgaged property types
can increase the risk that a decline in a
particular industry or business would have a
disproportionately large impact on a pool of
mortgage loans. For example, if there is a
decline in tourism, the hotel industry might be
adversely affected, leading to increased losses
on loans secured by hospitality properties as
compared to the mortgage loans secured by other
property types.
In that regard, by allocated loan amount:
o mortgage loans included in the trust fund
and secured by office properties represent
as of the cut-off date 45.2% of the
mortgage pool (51.4% of loan group 1);
o mortgage loans included in the trust fund
and secured by multifamily properties
represent as of the cut-off date 17.2% of
the mortgage pool (14 mortgage loans in
loan group 1 or 6.7% and 62 mortgage loans
in loan group 2 or 94.4%);
o mortgage loans included in the trust fund
and secured by retail properties represent
as of the cut-off date 15.7% of the
mortgage pool (17.9% of loan group 1);
o mortgage loans included in the trust fund
and secured by self-storage facilities
represent as of the cut-off date 8.3% of
the mortgage pool (9.5% of loan group 1);
o mortgage loans included in the trust fund
and secured by hospitality properties
represent as of the cut-off date 6.9% of
the mortgage pool (7.8% of loan group 1);
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o mortgage loans included in the trust fund
and secured by industrial and mixed use
facilities represent as of the cut-off date
3.4% of the mortgage pool (3.8% of loan
group 1);
o mortgage loans included in the trust fund
and secured by mobile home park properties
represent as of the cut-off date 3.2% of
the mortgage pool (13 mortgage loans in
loan group 1 or 2.9%, and 4 mortgage loans
in loan group 2 or 5.6%); and
o mortgage loans included in the trust fund
and secured by land represent as of the
cut-off date 0.0% of the mortgage pool
(0.1% of loan group 1).
WE HAVE NOT REUNDERWRITTEN ANY
OF THE MORTGAGE LOANS.......... We have not reunderwritten the mortgage loans
included in the trust fund. Instead, we have
relied on the representations and warranties
made by the mortgage loan sellers, and the
mortgage loan sellers' respective obligations
to repurchase, cure or substitute a mortgage
loan in the event that a representation or
warranty was not true when made and such breach
materially and adversely affects the value of
the mortgage loan, the interest of the trust
fund or the interests of any certificateholder.
These representations and warranties do not
cover all of the matters that we would review
in underwriting a mortgage loan and you should
not view them as a substitute for
reunderwriting the mortgage loans. If we had
reunderwritten the mortgage loans included in
the trust fund, it is possible that the
reunderwriting process may have revealed
problems with a mortgage loan not covered by
representations or warranties given by the
mortgage loan sellers. In addition, we cannot
provide assurance that the mortgage loan
sellers will be able to repurchase or
substitute a mortgage loan if a representation
or warranty has been breached. See "DESCRIPTION
OF THE MORTGAGE POOL--Representations and
Warranties; Repurchases and Substitutions" in
this prospectus supplement.
FORECLOSURE ON MORTGAGED
PROPERTIES MAY RESULT IN
ADVERSE TAX CONSEQUENCES....... One or more of the REMICs relating to the
assets of the trust fund might become subject
to federal (and possibly state or local) tax on
certain of its net income from the operation
and management of a mortgaged property
subsequent to the trust fund's acquisition of a
mortgaged property pursuant to a foreclosure or
deed-in-lieu of foreclosure. Any such tax would
substantially reduce net proceeds available for
distribution to you. See "MATERIAL FEDERAL
INCOME TAX CONSEQUENCES--Taxation of Owners of
REMIC Regular Certificates," and "--Taxation of
Owners of REMIC Residual Certificates" in the
accompanying prospectus. In addition, if the
trust fund were to acquire one or more
mortgaged properties pursuant to a foreclosure
or deed in lieu of foreclosure, upon
acquisition of those mortgaged
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properties, the trust fund may in certain
jurisdictions, particularly in New York, be
required to pay state or local transfer or
excise taxes upon liquidation of such
properties. Such state or local taxes may
reduce net proceeds available for distribution
to the certificateholders.
INSURANCE COVERAGE ON MORTGAGED
PROPERTIES MAY NOT COVER
SPECIAL HAZARD LOSSES.......... The master servicer (with respect to mortgage
loans that are not specially serviced mortgage
loans) and/or special servicer (with respect to
specially serviced mortgage loans) will
generally be required to cause the borrower on
each mortgage loan included in the trust fund
and serviced by it to maintain such insurance
coverage on the related mortgaged property as
is required under the related mortgage,
including hazard insurance; provided that each
of the master servicer and/or the special
servicer may satisfy its obligation to cause
hazard insurance to be maintained with respect
to any mortgaged property by acquiring a
blanket or master single interest insurance
policy. In general, the standard form of fire
and extended coverage policy covers physical
damage to or destruction of the improvements on
the related mortgaged property by fire,
lightning, explosion, smoke, windstorm and
hail, and riot, strike and civil commotion,
subject to the conditions and exclusions
specified in each policy. The mortgage loans
generally do not require earthquake insurance.
Although the policies covering the mortgaged
properties are underwritten by different
insurers under different state laws in
accordance with different applicable state
forms, and therefore do not contain identical
terms and conditions, most such policies
typically may not cover any physical damage
resulting from:
o war;
o terrorism;
o revolution;
o governmental actions;
o floods, and other water-related causes;
o earth movement (including earthquakes,
landslides and mud flows);
o wet or dry rot;
o vermin;
o domestic animals;
o sink holes or similarly occurring soil
conditions; and
o other kinds of risks not specified in the
preceding paragraph.
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In light of the September 11, 2001 terrorist
attacks in New York City and the Washington,
D.C. area, many reinsurance companies (which
assume some of the risk of policies sold by
primary insurers) indicated that they intended
to eliminate coverage for acts of terrorism
from their reinsurance policies. Without that
reinsurance coverage, primary insurance
companies would have to assume that risk
themselves, which may cause them to eliminate
such coverage in their policies, increase the
amount of the deductible for acts of terrorism
or charge higher premiums for such coverage.
In order to offset this risk, Congress passed
the Terrorism Risk Insurance Act of 2002,
which established the Terrorism Insurance
Program. The Terrorism Insurance Program is
administered by the Secretary of the Treasury
and was established to provide financial
assistance from the United States government
to insurers in the event of another terrorist
attack that is the subject of an insurance
claim. The Terrorism Risk Insurance Act of
2002 requires the Treasury Department to
establish procedures for the Terrorism
Insurance Program under which the federal
share of compensation will be equal to 90% of
that portion of insured losses that exceeds an
applicable insurer deductible required to be
paid during each program year. The federal
share in the aggregate in any program year may
not exceed $100 billion. An insurer that has
paid its deductible is not liable for the
payment of any portion of total annual United
States-wide losses that exceed $100 billion,
regardless of the terms of the individual
insurance contracts.
The Terrorism Insurance Program required that
each insurer for policies in place prior to
November 26, 2002, provide its insureds with a
statement of the proposed premiums for
terrorism coverage, identifying the portion of
the risk that the federal government will
cover, within 90 days after November 26, 2002.
Insureds had 30 days to accept the continued
coverage and pay the premium. If an insured
authorizes the exclusion or does not pay the
premium, insurance for acts of terrorism may
be excluded from the policy. All policies for
insurance issued after November 26, 2002, must
make similar disclosure and provide a similar
opportunity for the insured to purchase
coverage. The Terrorism Risk Insurance Act of
2002 does not require insureds to purchase the
coverage nor does it stipulate the pricing of
the coverage.
Through December 2005, insurance carriers are
required under the program to provide
terrorism coverage in their basic "all-risk"
policies. Any commercial property and casualty
terrorism insurance exclusion that was in
force on November 26, 2002, is automatically
voided to the extent that it excludes losses
that would otherwise be insured losses,
subject to the immediately preceding
paragraph. Any state approval of such types of
exclusions in force on November 26, 2002, is
also voided.
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However, the Terrorism Insurance Program
applies to United States risks only and to
acts that are committed by an individual or
individuals acting on behalf of a foreign
person or foreign interest as an effort to
influence or coerce United States civilians or
the United States government. Further, the act
must be certified as an "act of terrorism" by
the federal government, which decision is not
subject to judicial review. It remains unclear
what acts will fall under the purview of the
Terrorism Insurance Program.
Furthermore, there can be no assurance that
the Terrorism Insurance Program or state
legislation will substantially lower the cost
of obtaining terrorism insurance.
Finally, the Terrorism Insurance Program
terminates on December 31, 2005 and the
Secretary of the Treasury announced on June
30, 2005 the Treasury Department's opposition
to an extension of the Terrorism Risk
Insurance Act of 2002 in its current form.
Prior to the terrorist attacks in London in
July 2005, the Bush administration had stated
that it would only support extending the
Terrorism Insurance Program if changes were
made to the law to increase the magnitude of
the events that would trigger coverage under
the Terrorism Insurance Program, increase
deductibles and co-payments, and eliminate
some lines of insurance altogether. The London
terrorist attacks have reinvigorated the
debate over the extension of the Terrorism
Insurance Program. In addition, proposals for
replacing the Terrorism Insurance Program,
including a proposal to create a pool into
which participating insurers would deposit a
part of their written premiums, are being
considered. If the Terrorism Risk Insurance
Act of 2002 is not extended or renewed,
premiums for terrorism insurance coverage will
likely increase and/or the terms of such
insurance may be materially amended to enlarge
stated exclusions or to otherwise effectively
decrease the scope of coverage available
(perhaps to the point where it is effectively
not available). In addition, to the extent
that any policies contain "sunset clauses"
(i.e., clauses that void terrorism coverage if
the federal insurance backstop program is not
renewed), then such policies may cease to
provide terrorism insurance upon the
expiration of the Terrorism Risk Insurance Act
of 2002.
No assurance can be given that the mortgaged
properties will continue to have the benefit
of insurance against terrorist acts. In
addition, no assurance can be given that the
coverage for such acts, if obtained or
maintained, will be broad enough to cover the
particular act of terrorism that may be
committed or that the amount of coverage will
be sufficient to repair and restore the
mortgaged property or to repay the mortgage
loan in full. The insufficiency of insurance
coverage in any respect could have a material
and adverse affect on your certificates.
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Pursuant to the terms of the pooling and
servicing agreement, the master servicer or
the special servicer may not be required to
maintain insurance covering terrorist or
similar acts, nor will it be required to call
a default under a mortgage loan, if the
related borrower fails to maintain such
insurance (even if required to do so under the
related loan documents) if the special
servicer has determined, in consultation with
the controlling class representative, in
accordance with the servicing standard that
either:
o such insurance is not available at
commercially reasonable rates and that such
hazards are not at the time commonly
insured against for properties similar to
the mortgaged property and located in or
around the region in which such mortgaged
property is located; or
o such insurance is not available at any
rate.
In addition, with respect to certain mortgage
loans, the mortgagee may have waived the right
to require terrorism insurance or may have
limited the circumstances under which
terrorism insurance is required. For example,
certain mortgage loans permit the tenant at
the mortgaged property to self-insure and, in
certain cases, not carry insurance coverage
for acts of terrorism. In addition, certain
mortgage loans do not require that the related
borrower carry terrorism insurance in excess
of a maximum annual premium amount. See
"DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans--85 Tenth Avenue" and
"--1000 & 1100 Wilson" in this prospectus
supplement. In addition, certain of the
mortgaged properties may contain pad sites
that are ground leased to the tenant. The
borrower may not be required to obtain
insurance on the related improvements.
Any losses incurred with respect to mortgage
loans included in the trust fund due to
uninsured risks or insufficient hazard
insurance proceeds could adversely affect
distributions on your certificates.
ADDITIONAL DEBT ON SOME
MORTGAGE LOANS CREATES
ADDITIONAL RISKS............. In general, the borrowers are:
o required to satisfy any existing
indebtedness encumbering the related
mortgaged property as of the closing of the
related mortgage loan; and
o prohibited from encumbering the related
mortgaged property with additional secured
debt without the mortgagee's prior
approval.
Except as provided below, none of the mortgage
loans included in the trust fund, other than
the mortgage loans with companion loans, are
secured by mortgaged properties that secure
other loans outside the trust fund, and,
except as provided below none of the related
entities with a controlling ownership interest
in the borrower may pledge its interest in
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that borrower as security for what is
generally referred to as mezzanine debt.
With respect to 10 mortgage loans (loan
numbers 39, 49, 70, 119, 126, 135, 152, 156,
166 and 200), representing 1.9% of the
mortgage pool (8 mortgage loans in loan group
1 or 1.4% and 2 mortgage loans in loan group 2
or 5.8%), the related borrower, under certain
circumstances, may encumber the related
mortgaged property with subordinate debt
subject to the terms of a subordination and
standstill agreement to be entered into in
favor of the mortgagee and the satisfaction of
certain financial conditions.
With respect to 1 mortgage loan (loan number
18), representing 1.4% of the mortgage pool
(1.5% of loan group 1), there is existing
subordinate debt secured by the mortgaged
property and the ownership interests of the
direct or indirect owners of the related
borrower have been pledged as additional
security for the subordinate debt, subject to
the terms of an intercreditor agreement
entered into in favor of the mortgagee.
With respect to 19 mortgage loans (loan
numbers 1, 2, 3, 4, 12, 13, 25, 26, 30, 34,
37, 69, 87, 94, 104, 108, 124, 189 and 198),
representing 31.0% of the mortgage pool (18
mortgage loans in loan group 1 or 35.1% and 1
mortgage loan in loan group 2 or 1.1%), the
related loan documents provide that, under
certain circumstances, the direct or indirect
ownership interests in the related borrowers
may be pledged as security for mezzanine debt
in the future, subject to the terms of a
subordination and standstill agreement and/or
an intercreditor agreement to be entered into
in favor of the mortgagee and the satisfaction
of certain financial conditions.
With respect to 2 mortgage loans (loan numbers
10 and 195), representing 2.2% of the mortgage
pool (2.5% of loan group 1), the loan
documents provide that the borrower may incur
additional unsecured debt. With respect to 9
mortgage loans (loan numbers 56, 59, 63, 75,
79, 86, 151, 186 and 200, representing 1.9% of
the mortgage pool (2.2% of loan group 1), the
related mortgage loan documents do not
prohibit the borrower from incurring
additional unsecured debt or an owner of an
interest in the related borrower from pledging
its ownership interest in the related borrower
as security for mezzanine debt because the
related borrower is not required by either the
mortgage loan documents or related
organizational documents to be a special
purpose entity.
With respect to 2 mortgage loans (loan numbers
6 and 9), representing 5.2% of the mortgage
pool (5.9% of loan group 1), the related
mortgage loan documents provide that under
certain circumstances (a) the related borrower
may encumber the related mortgaged property
with subordinate debt in the future and/or (b)
the entities owning an interest in the related
borrower may pledge their interests in the
borrower as security for mezzanine debt in the
future, subject to the terms of a
subordination and standstill agreement to be
entered
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into in favor of the mortgagee and the
satisfaction of certain financial conditions.
With respect to 1 mortgage loan (loan number
17), representing 1.5% of the mortgage pool
(1.7% of loan group 1), the related mortgage
loan documents provide that, under certain
circumstances (a) the related borrower may
incur additional unsecured debt and/or (b) the
entities owning an interest in the related
borrower may pledge their interests in the
borrower as security for mezzanine debt in the
future, subject to the terms of a
subordination and standstill agreement to be
entered into in favor of the mortgagee and the
satisfaction of certain financial conditions.
With respect to 1 mortgage loan (loan number
58), representing 0.3% of the mortgage pool
(2.8% of loan group 2), the related borrower
has existing unsecured subordinate debt to
third parties.
Secured subordinated debt encumbering any
mortgaged property may increase the difficulty
of refinancing the related mortgage loan at
maturity and the possibility that reduced cash
flow could result in deferred maintenance.
Also, in the event that the holder of the
subordinated debt has filed for bankruptcy or
been placed in involuntary receivership,
foreclosure by any senior lienholder
(including the trust fund) on the mortgaged
property could be delayed. In addition,
substantially all of the mortgage loans permit
the related borrower to incur limited
indebtedness in the ordinary course of
business or for capital improvements that is
not secured by the related mortgaged property
which is generally limited to a specified
percentage of the outstanding principal
balance of the related mortgage loan. Further,
certain of the mortgage loans included in the
trust fund do not prohibit limited partners or
other owners of non-controlling interests in
the related borrower from pledging their
interests in the borrower as security for
mezzanine debt.
In addition, certain mortgage loans, which may
include the mortgage loans previously
described in this risk factor, permit the
related borrower to incur, or do not prohibit
the related borrower from incurring, unsecured
debt to an affiliate of, or owner of an
interest in, the borrower or to an affiliate
of such an owner, subject to certain
conditions under the related mortgage loan
documents. Further, certain of the mortgage
loans permit additional liens on the related
mortgaged properties for (1) assessments,
taxes or other similar charges or (2) liens
which in the aggregate constitute an
immaterial and insignificant monetary amount
with respect to the net value of the related
borrower's assets. A default by the borrower
on such additional indebtedness could impair
the borrower's financial condition and result
in the bankruptcy or receivership of the
borrower which would cause a delay in the
foreclosure by the trust fund on the mortgaged
property. It may not be evident that a
borrower has incurred any such future
subordinate second lien debt until the related
mortgage
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loan otherwise defaults. In cases in which one
or more subordinate liens are imposed on a
mortgaged property or the borrower incurs
other indebtedness, the trust fund is subject
to additional risks, including, without
limitation, the following:
o the risk that the necessary maintenance of
the mortgaged property could be deferred to
allow the borrower to pay the required debt
service on the subordinate financing and
that the value of the mortgaged property
may fall as a result;
o the risk that the borrower may have a
greater incentive to repay the subordinate
or unsecured indebtedness first;
o the risk that it may be more difficult for
the borrower to refinance the mortgage loan
or to sell the mortgaged property for
purposes of making any balloon payment upon
the maturity of the mortgage loan;
o the existence of subordinated debt
encumbering any mortgaged property may
increase the difficulty of refinancing the
related mortgage loan at maturity and the
possibility that reduced cash flow could
result in deferred maintenance; and
o the risk that, in the event that the holder
of the subordinated debt has filed for
bankruptcy or been placed in involuntary
receivership, foreclosing on the mortgaged
property could be delayed and the trust
fund may be subjected to the costs and
administrative burdens of involvement in
foreclosure or bankruptcy proceedings or
related litigation.
See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
AND LEASES--Subordinate Financing" and
"--Due-on-Sale and Due-on-Encumbrance" in the
accompanying prospectus and "DESCRIPTION OF
THE MORTGAGE POOL--Certain Terms and
Conditions of the Mortgage Loans--Other
Financing" and "--Due-on-Sale and
Due-on-Encumbrance Provisions" in this
prospectus supplement.
Mezzanine debt is debt that is incurred by the
owner of equity in one or more borrowers and
is secured by a pledge of the equity ownership
interests in such borrowers. Because mezzanine
debt is secured by the obligor's equity
interest in the related borrowers, such
financing effectively reduces the obligor's
economic stake in the related mortgaged
property. The existence of mezzanine debt may
reduce cash flow on the borrower's mortgaged
property after the payment of debt service and
may increase the likelihood that the owner of
a borrower will permit the value or income
producing potential of a mortgaged property to
fall and may create a greater risk that a
borrower will default on the mortgage loan
secured by a mortgaged property whose value or
income is relatively weak.
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Generally, upon a default under mezzanine
debt, the holder of such mezzanine debt would
be entitled to foreclose upon the equity in
the related mortgagor, which has been pledged
to secure payment of such mezzanine debt.
Although such transfer of equity may not
trigger the due on sale clause under the
related mortgage loan, it could cause the
obligor under such mezzanine debt to file for
bankruptcy, which could negatively affect the
operation of the related mortgaged property
and such borrower's ability to make payments
on the related mortgage loan in a timely
manner.
Additionally, some intercreditor agreements
with respect to certain mezzanine debt may
give the holder of the mezzanine debt the
right to cure certain defaults and, upon a
default, to purchase the related mortgage loan
for an amount equal to the then-current
outstanding balance of such loan. Some
intercreditor agreements relating to mezzanine
debt may also limit the special servicer's
ability to enter into certain modifications of
the mortgage loan without the consent of the
related mezzanine lender.
See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
AND LEASES--Due-on-Sale and Due-on-Encumbrance"
in the accompanying prospectus and "DESCRIPTION
OF THE MORTGAGE POOL--Certain Terms and
Conditions of the "--Due-on-Sale and Due-on-
Encumbrance Provisions" in this prospectus
supplement.
Although the assets of the trust fund do not
include the companion loans related to the
mortgage loans which have companion loans, the
related borrower is still obligated to make
interest and principal payments on those
additional obligations. As a result, the trust
fund is subject to additional risks,
including:
o the risk that the necessary maintenance of
the related mortgaged property could be
deferred to allow the borrower to pay the
required debt service on the subordinate or
pari passu obligations and that the value
of the mortgaged property may fall as a
result; and
o the risk that it may be more difficult for
the borrower to refinance the mortgage loan
or to sell the mortgaged property for
purposes of making any balloon payment on
the entire balance of both the loans
contained in the loan pair upon the
maturity of the mortgage loans.
In addition, nine (9) of the mortgage loans
have companion loans that are subordinate to
the related mortgage loan. Each of the NGP
Rubicon GSA Pool mortgage loan and the 1000 &
1100 Wilson mortgage loan representing 11.5%
of the mortgage pool (13.1% of loan group 1),
has a companion loan that is pari passu with
the mortgage loan. See "DESCRIPTION OF THE
MORTGAGE POOL--Twenty Largest Mortgage Loans"
and "--Co-Lender Loans" in this prospectus
supplement.
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The holders of the pari passu companion notes
(or, if applicable, the holders of beneficial
interests in the pari passu companion notes)
have certain control, consultation and/or
consent rights with respect to the servicing
and/or administration of the subject split
loan structures. Furthermore, in the case of
the NGP Rubicon GSA Pool mortgage loan, the
holder of the pari passu companion loan or its
designee has (a) a par purchase option with
respect to the subject mortgage loan under
certain default scenarios and (b) certain
shared consent rights with respect to the
replacement of the special servicer without
cause with respect to the NGP Rubicon GSA Pool
whole loan; provided, however, in the event
the holder of the NGP Rubicon GSA Pool
mortgage loan fails to exercise its purchase
option within the time periods specified in
the related intercreditor agreement, the
majority subordinate certificateholder will
have a par purchase option with respect to
such mortgage loan. In addition, in the case
of the 1000 & 1100 Wilson mortgage loan, the
holder of the related pari passu companion
loan will have the right to consent to any
replacement of the special servicer with
respect to the 1000 & 1100 Wilson whole loan.
THE BORROWER'S FORM OF ENTITY
MAY CAUSE SPECIAL RISKS........ Most of the borrowers are legal entities
rather than individuals. Mortgage loans made to
legal entities may entail risks of loss greater
than those of mortgage loans made to
individuals. For example, a legal entity, as
opposed to an individual, may be more inclined
to seek legal protection from its creditors
under the bankruptcy laws. Unlike individuals
involved in bankruptcies, most of the entities
generally do not have personal assets and
creditworthiness at stake. The bankruptcy of a
borrower, or a general partner or managing
member of a borrower, may impair the ability of
the mortgagee to enforce its rights and
remedies under the related mortgage.
Many of the borrowers are not special purpose
entities structured to limit the possibility
of becoming insolvent or bankrupt, and
therefore may be more likely to become
insolvent or the subject of a voluntary or
involuntary bankruptcy proceeding because such
borrowers may be:
o operating entities with businesses distinct
from the operation of the property with the
associated liabilities and risks of
operating an ongoing business; or
o individuals that have personal liabilities
unrelated to the property.
However, any borrower, even a special purpose
entity structured to be bankruptcy-remote, as
an owner of real estate will be subject to
certain potential liabilities and risks. We
cannot provide assurances that any borrower
will not file for bankruptcy protection or
that creditors of a borrower or a corporate or
individual general partner or managing
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member of a borrower will not initiate a
bankruptcy or similar proceeding against such
borrower or corporate or individual general
partner or managing member.
Furthermore, with respect to any related
borrowers, creditors of a common parent in
bankruptcy may seek to consolidate the assets
of such borrowers with those of the parent.
Consolidation of the assets of such borrowers
would likely have an adverse effect on the
funds available to make distributions on your
certificates, and may lead to a downgrade,
withdrawal or qualification of the ratings of
your certificates. See "CERTAIN LEGAL ASPECTS
OF MORTGAGE LOANS AND LEASES--Bankruptcy Laws"
in the accompanying prospectus.
In addition, with respect to 17 mortgage loans
(loan numbers 5, 16, 18, 23, 26, 37, 48, 49,
51, 61, 116, 131, 134, 137, 173, 175 and 185),
representing 11.7% of the mortgage pool (12
mortgage loans in loan group 1 or 11.3% and 5
mortgage loans in loan group 2 or 14.7%), the
borrowers own the related mortgaged property
as tenants-in-common. As a result, the related
mortgage loans may be subject to prepayment,
including during periods when prepayment might
otherwise be prohibited, as a result of
partition. Although some of the related
borrowers have purported to waive any right of
partition, we cannot assure you that any such
waiver would be enforced by a court of
competent jurisdiction. In addition,
enforcement of remedies against tenant-in-
common borrowers may be prolonged if the
tenant-in-common borrowers become insolvent
or bankrupt at different times because each
time a tenant-in-common borrower files for
bankruptcy, the bankruptcy court stay is
reinstated.
In addition, with respect to the Philips
Lighting mortgage loan, representing 1.3% of
the mortgage pool (1.4% of loan group 1), the
related borrower is structured as a single
purpose, bankruptcy remote Delaware statutory
trust with independent trustees. The trust
agreement with respect to the related borrower
will be amended and restated to convert the
related borrower to an "investment trust"
creating an acceptable ownership vehicle for
1031 parties to effect an exchange. Under
applicable tax laws and regulations certain
limitations exist with respect to the
activities of a passive "investment trust" of
this nature. Though not anticipated as of the
closing date of the related mortgage loan,
certain contingencies exist under applicable
tax laws and regulations which could cause the
"investment trust" to be required to convert
out of the trust entity form. Should such a
contingency occur, the related mortgage loan
documents require that the borrower convert to
a limited liability company, which will
continue as the borrower under the loan
documents, and is required to be a bankruptcy
remote, single member, Delaware special
purpose entity.
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CONDOMINIUM AGREEMENTS ENTAIL
CERTAIN RISKS.................. One (1) mortgage loan (loan number 127,
representing 0.1% of the mortgage pool (0.1% of
loan group 1)) is subject to the terms of one
or more condominium agreements. Due to the
nature of condominiums, a default on the part
of the related borrower will not allow the
mortgagee the same flexibility in realizing on
the collateral as is generally available with
respect to commercial properties that are not
condominiums. The rights of other unit owners,
the condominium documents and the state and
local laws applicable to condominium units must
be considered and respected. Consequently,
servicing and realizing upon the collateral
could subject the certificateholders to greater
delay, expense and risk than a loan secured by
a commercial property that is not a condominium
building.
In addition, with respect to 1 mortgage loan
(loan number 8, representing 2.3% of the
mortgage pool (2.6% of loan group 1)) the
borrower may restructure the related mortgaged
property as a condominium regime upon the
consent of the mortgagee, which consent shall
not be unreasonably withheld, provided that
certain conditions are met including, but not
limited to the provision of an opinion from
counsel that the proposed restructuring will
not adversely affect the REMIC status of the
trust fund and written confirmation from the
rating agencies that any ratings of the
certificates will not, as a result of the
proposed restructuring, be downgraded,
qualified or withdrawn.
BANKRUPTCY PROCEEDINGS ENTAIL
CERTAIN RISKS.................. Under federal bankruptcy law, the filing of a
petition in bankruptcy by or against a borrower
will stay the sale of the mortgaged property
owned by that borrower, as well as the
commencement or continuation of a foreclosure
action. In addition, even if a court determines
that the value of the mortgaged property is
less than the principal balance of the mortgage
loan it secures, the court may prevent a
mortgagee from foreclosing on the mortgaged
property (subject to certain protections
available to the mortgagee). As part of a
restructuring plan, a court also may reduce the
amount of secured indebtedness to the
then-current value of the mortgaged property,
which would make the mortgagee a general
unsecured creditor for the difference between
the then-current value and the amount of its
outstanding mortgage indebtedness. A bankruptcy
court also may: (1) grant a debtor a reasonable
time to cure a payment default on a mortgage
loan; (2) reduce periodic payments due under a
mortgage loan; (3) change the rate of interest
due on a mortgage loan; or (4) otherwise alter
the mortgage loan's repayment schedule.
Moreover, the filing of a petition in
bankruptcy by, or on behalf of, a junior
lienholder may stay the senior lienholder from
taking action to foreclose on the junior lien.
Additionally,
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the borrower's trustee or the borrower, as
debtor-in-possession, has certain special
powers to avoid, subordinate or disallow
debts. In certain circumstances, the claims of
the trustee may be subordinated to financing
obtained by a debtor-in-possession subsequent
to its bankruptcy.
Under federal bankruptcy law, the mortgagee
will be stayed from enforcing a borrower's
assignment of rents and leases. Federal
bankruptcy law also may interfere with the
master servicer's or special servicer's
ability to enforce lockbox requirements. The
legal proceedings necessary to resolve these
issues can be time consuming and costly and
may significantly delay or diminish the
receipt of rents. Rents also may escape an
assignment to the extent they are used by the
borrower to maintain the mortgaged property or
for other court authorized expenses.
Additionally, pursuant to subordination
agreements for certain of the mortgage loans,
the subordinate lenders may have agreed that
they will not take any direct actions with
respect to the related subordinated debt,
including any actions relating to the
bankruptcy of the borrower, and that the
holder of the mortgage loan will have all
rights to direct all such actions. There can
be no assurance that in the event of the
borrower's bankruptcy, a court will enforce
such restrictions against a subordinated
lender.
In its decision in In re 203 North LaSalle
Street Partnership, 246 B.R. 325 (Bankr. N.D.
Ill. March 10, 2000), the United States
Bankruptcy Court for the Northern District of
Illinois refused to enforce a provision of a
subordination agreement that allowed a first
mortgagee to vote a second mortgagee's claim
with respect to a Chapter 11 reorganization
plan on the grounds that pre-bankruptcy
contracts cannot override rights expressly
provided by the Bankruptcy Code. This holding,
which one court has already followed,
potentially limits the ability of a senior
lender to accept or reject a reorganization
plan or to control the enforcement of remedies
against a common borrower over a subordinated
lender's objections.
As a result of the foregoing, the trustee's
recovery with respect to borrowers in
bankruptcy proceedings may be significantly
delayed, and the aggregate amount ultimately
collected may be substantially less than the
amount owed.
Certain of the mortgage loans may have a
borrower, a principal or a sponsor of the
related borrower that has previously filed
bankruptcy. In each case, the related entity
or person has emerged from bankruptcy.
However, we cannot assure you that such
borrowers, principals and sponsors will not be
more likely than others, to utilize their
rights in bankruptcy in the event of any
threatened action by the mortgagee to enforce
its rights under the related loan documents.
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INSPECTIONS AND APPRAISALS MAY
NOT ACCURATELY REFLECT VALUE
OR CONDITION OF MORTGAGED
PROPERTY...................... In general, appraisals represent only the
analysis and opinion of qualified experts and
are not guaranties of present or future value,
and may determine a value of a property that is
significantly higher than the amount that can
be obtained from the sale of a mortgaged
property under a distress or liquidation sale.
In certain cases, appraisals may reflect "as
stabilized" values reflecting certain
assumptions, such as future construction
completion, projected re-tenanting or increased
tenant occupancies. Information regarding the
values of the mortgaged properties at the date
of such report is presented under "DESCRIPTION
OF THE MORTGAGE POOL--Additional Mortgage Loan
Information" in this prospectus supplement for
illustrative purposes only. Any engineering
reports or site inspections obtained in
connection with this offering represent only
the analysis of the individual engineers or
site inspectors preparing such reports at the
time of such report, and may not reveal all
necessary or desirable repairs, maintenance or
capital improvement items.
THE MORTGAGED PROPERTIES MAY
NOT BE IN COMPLIANCE WITH
CURRENT ZONING LAWS............ The mortgaged properties securing the
mortgage loans included in the trust fund are
typically subject to building and zoning
ordinances and codes affecting the construction
and use of real property. Since the zoning laws
applicable to a mortgaged property (including,
without limitation, density, use, parking and
set-back requirements) are usually subject to
change by the applicable regulatory authority
at any time, the improvements upon the
mortgaged properties may not, currently or in
the future, comply fully with all applicable
current and future zoning laws. Such changes
may limit the ability of the related borrower
to rehabilitate, renovate and update the
premises, and to rebuild or utilize the
premises "as is" in the event of a casualty
loss with respect thereto. Such limitations may
adversely affect the cash flow of the mortgaged
property following such loss. Insurance
proceeds may not be sufficient to pay off such
mortgage loan in full. In addition, if the
mortgaged property were to be repaired or
restored in conformity with then-current law,
its value could be less than the remaining
balance on the mortgage loan and it may produce
less revenue than before such repair or
restoration.
CERTAIN MORTGAGED PROPERTIES
MAY BE REDEVELOPED OR
RENOVATED..................... Certain of the mortgaged properties are
currently undergoing or are expected to undergo
redevelopment or renovation. There can be no
assurance that current or planned redevelopment
or renovation will be completed, that such
redevelopment or renovation will be completed
in the time frame contemplated or that, when
and if such redevelopment or renovation will
improve the operations at, or increase the
value of, the related mortgaged property.
Failure of any of
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foregoing to occur could have a material
adverse impact on the related mortgage loan,
which could affect the ability of the related
borrower to repay the related mortgage loan.
In the event the related borrower fails to pay
the costs of work completed or material
delivered in connection with such ongoing
redevelopment or renovation, the portion of
the mortgaged property on which there are
renovations may be subject to mechanics' or
materialmens' liens that may be senior to the
lien on the related mortgage loan.
The existence of construction or renovation at
a mortgaged property may make such mortgaged
property less attractive to tenants or their
customers and, accordingly, could have a
negative effect on net operating income.
RESTRICTIONS ON CERTAIN OF
THE MORTGAGED PROPERTIES MAY
LIMIT THEIR USE................ Certain of the mortgaged properties securing
mortgage loans included in the trust fund which
are non-conforming may not be "legal
non-conforming" uses. The failure of a
mortgaged property to comply with zoning laws
or to be a "legal non-conforming" use may
adversely affect the market value of the
mortgaged property or the borrower's ability to
continue to use it in the manner it is
currently being used.
In addition, certain of the mortgaged
properties are subject to certain use
restrictions imposed pursuant to restrictive
covenants, governmental requirements,
reciprocal easement agreements or operating
agreements or, in the case of those mortgaged
properties that are condominiums, condominium
declarations or other condominium use
restrictions or regulations, especially in a
situation where the mortgaged property does
not represent the entire condominium building.
For example, 1 mortgage loan (loan number 127)
representing 0.1% of the mortgage pool (0.1%
of loan group 1) is subject to a condominium
declaration where the related mortgaged
property does not represent the entire
condominium. Such use restrictions include,
for example, limitations on the character of
the improvements or the properties,
limitations affecting noise and parking
requirements, among other things, and
limitations on the borrowers' right to operate
certain types of facilities within a
prescribed radius. These limitations could
adversely affect the ability of the related
borrower to lease the mortgaged property on
favorable terms, thus adversely affecting the
borrower's ability to fulfill its obligations
under the related mortgage loan.
COMPLIANCE WITH APPLICABLE LAWS
AND REGULATIONS MAY RESULT
IN LOSSES..................... A borrower may be required to incur costs to
comply with various existing and future
federal, state or local laws and regulations
applicable to the related mortgaged property
securing a mortgage loan included in the trust
fund. Examples of these laws and regulations
include zoning laws and the Americans with
Disabilities Act of 1990, which requires all
public accommodations to meet certain federal
requirements related to access and use by
disabled persons. See "CERTAIN
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LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--
Americans with Disabilities Act" in the
accompanying prospectus. The expenditure
of such costs or the imposition of injunctive
relief, penalties or fines in connection with
the borrower's noncompliance could negatively
impact the borrower's cash flow and,
consequently, its ability to pay its mortgage
loan.
ENFORCEABILITY OF DUE-ON-SALE
CLAUSES AND ASSIGNMENTS OF
LEASES AND RENTS IS LIMITED.... The mortgages securing the mortgage loans
included in the trust fund generally contain
due-on-sale clauses, which permit the
acceleration of the maturity of the related
mortgage loan if the borrower sells, transfers
or conveys the related mortgaged property or
its interest in the mortgaged property without
the consent of the mortgagee. There also may be
limitations on the enforceability of such
clauses. The mortgages also generally include a
debt-acceleration clause, which permits the
acceleration of the related mortgage loan upon
a monetary or non-monetary default by the
borrower. The courts of all states will
generally enforce clauses providing for
acceleration in the event of a material payment
default, but may refuse the foreclosure of a
mortgaged property when acceleration of the
indebtedness would be inequitable or unjust or
the circumstances would render acceleration
unconscionable. However, certain of the
mortgage loans included in the trust fund
permit one or more transfers of the related
mortgaged property or transfer of a controlling
interest in the related borrower to
pre-approved transferees or pursuant to
pre-approved conditions set forth in the
related mortgage loan documents without the
mortgagee's approval. In addition, certain of
the mortgage loans may not restrict the
transfer of limited partnership interests or
non-managing member interests in the related
borrower. See "CERTAIN LEGAL ASPECTS OF
MORTGAGE LOANS AND LEASES--Due-on-Sale and
Due-on-Encumbrance" in the accompanying
prospectus.
The mortgage loans included in the trust fund
may also be secured by an assignment of leases
and rents pursuant to which the borrower
typically assigns its right, title and
interest as landlord under the leases on the
related mortgaged property and the income
derived therefrom to the mortgagee as further
security for the related mortgage loan, while
retaining a license to collect rents for so
long as there is no default. In the event the
borrower defaults, the license terminates and
the mortgagee is entitled to collect the
rents. Such assignments are typically not
perfected as security interests prior to the
mortgagee's taking possession of the related
mortgaged property and/or appointment of a
receiver. Some state laws may require that the
mortgagee take possession of the mortgaged
property and obtain a judicial appointment of
a receiver before becoming entitled to collect
the rents. In addition, if bankruptcy or
similar proceedings
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are commenced by or in respect of the
borrower, the mortgagee's ability to collect
the rents may be adversely affected. See
"CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND
LEASES--Leases and Rents" in the accompanying
prospectus.
LIMITATIONS ON THE BENEFITS OF
CROSS-COLLATERALIZED AND
CROSS-DEFAULTED LOANS........ Eleven (11) groups of mortgage loans, the
Extra Space Self Storage Portfolio #5
concentration (loan numbers 52, 65, 67, 77, 85,
88, 98, 101, 121, 122, 128, 132, 136, 148, 154,
164, 167, 168, 178, 193, 207, 216 and 227),
representing in the aggregate 3.4% of the
mortgage pool (3.9% of loan group 1), the Fath
Portfolio concentration (loan numbers 27, 53,
89, 115, 141, 163 and 179), representing in
the aggregate 1.9% of the mortgage pool
(16.2% of loan group 2), the GSP Portfolio 3
concentration (loan numbers 56, 63, 79 and 86),
representing in the aggregate 1.1% of the
mortgage pool (1.3% of loan group 1), the GSP
Portfolio 1 concentration (loan numbers 62, 93,
96, 109 and 169), representing in the aggregate
0.9% of the mortgage pool (1.1% of loan group
1), the Multifamily Portfolio B concentration
(loan numbers 117, 123, 138, 170, 191, 211,
214, 215, 221, 223, 230 and 232), representing
in the aggregate 0.8% of the mortgage pool
(6.9% of loan group 2), the Multifamily
Portfolio A concentration (loan numbers 107,
182, 184, 187, 190, 194, 202, 213, 228, 229 and
233), representing in the aggregate 0.7% of the
mortgage pool (5.8% of loan group 2), the
Multifamily Portfolio C concentration (120,
139, 162, 176, 205, 208, 209, 218, 220, 225 and
231), representing in the aggregate 0.7% of the
mortgage pool (6.2% of loan group 2), the Cole
Portfolio concentration (loan numbers 147, 155,
174, 204, 210 and 212), representing in the
aggregate 0.4% of the mortgage pool (0.5% of
loan group 1), the Addison Place Portfolio
(loan numbers 74 and 217), representing in the
aggregate 0.3% of the mortgage pool (0.4% of
loan group 1), the GSP Portfolio 2
concentration (loan numbers 106 and 144),
representing in the aggregate 0.3% of the
mortgage pool (0.3% of loan group 1) and the
Nasar Portfolio concentration (loan numbers 129
and 201), representing in the aggregate 0.2% of
the mortgage pool (0.2% of loan group 1), are
groups of mortgage loans that are
cross-collateralized and cross-defaulted with
each of the other mortgage loans in their
respective groups. In addition, some mortgage
loans are secured by first lien deeds of trust,
deeds to secure debt or mortgages, as
applicable, on multiple properties securing
obligations of one borrower or the joint and
several obligations of multiple borrowers. For
example, the NGP Rubicon GSA Pool mortgage loan
(loan number 2), representing 5.9% of the
mortgage pool (6.7% of loan group 1) is secured
by 14 mortgaged properties located in 10 states
and the District of Columbia. See "DESCRIPTION
OF THE MORTGAGE POOL--Twenty Largest Mortgage
Loans--NGP Rubicon GSA Pool" in this prospectus
supplement. Furthermore, such arrangements
could be
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challenged as fraudulent conveyances by
creditors of any of the related borrowers or
by the representative of the bankruptcy estate
of any related borrower if one or more of such
borrowers becomes a debtor in a bankruptcy
case. Generally, under federal and most state
fraudulent conveyance statutes, a lien granted
by any such borrower could be voided if a
court determines that:
o such borrower was insolvent at the time of
granting the lien, was rendered insolvent
by the granting of the lien, was left with
inadequate capital or was not able to pay
its debts as they matured; and
o such borrower did not, when it allowed its
mortgaged property to be encumbered by the
liens securing the indebtedness represented
by the other cross-collateralized loans,
receive "fair consideration" or "reasonably
equivalent value" for pledging such
mortgaged property for the equal benefit of
the other related borrowers.
We cannot provide assurances that a lien
granted by a borrower on a cross-collateralized
loan to secure the mortgage loan of another
borrower, or any payment thereon, would not be
avoided as a fraudulent conveyance. See
"DESCRIPTION OF THE MORTGAGE POOL--Certain
Terms and Conditions of the Mortgage Loans--
Cross-Default and Cross-Collateralization of
Certain Mortgage; Certain Multi-Property
Mortgage Loans" in this prospectus supplement
and Annex A-5 to this prospectus supplement
for more information regarding the cross-
collateralized loans. No mortgage loan
included in the trust fund (other than the
mortgage loans with companion loans) is cross-
collateralized with a mortgage loan not
included in the trust fund.
In addition, (i) the Brookhaven MHP mortgage
loan, the Meadowview MHP mortgage loan, the
Mill Creek MHP mortgage loan, the Northwood
MHP mortgage loan and the Deer Run MHP
mortgage loan; (ii) the Newberry Farms MHP
mortgage loan and the Newberry Estates MHP
mortgage loan; (iii) the Grayson Village MHP
mortgage loan, the Cedar Manor MHP mortgage
loan, the Pleasant Hills MHP mortgage loan and
the Indian Creek MHP mortgage loan; and (iv)
the mortgage loans in each of the Fath
Portfolio, Multifamily Portfolio A,
Multifamily Portfolio B, Multifamily Portfolio
C and the Taurus Portfolio were each
underwritten as cross-collateralized and
cross-defaulted loans or portfolios of loans,
as applicable. The related mortgage loans (or
mortgage loans within the related portfolios)
may be uncrossed by the related borrowers upon
the satisfaction of certain conditions in the
related mortgage loan documents.
SUBSTITUTION OF MORTGAGED
PROPERTIES MAY LEAD TO
INCREASED RISKS............... Fifteen (15) mortgage loans (loan numbers 7,
15, 21, 110, 114, 149, 155, 157, 174, 177, 204,
210, 212, 219 and 226 representing
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6.6% of the mortgage pool (7.5% of loan group
1), permit the related borrower the right to
substitute mortgaged properties of like kind
and quality for the properties currently
securing the related mortgage loans. As a
result, it is possible that the mortgaged
properties that secure the mortgage loans may
not secure such mortgage loans for their
entire term. Any substitution will require
mortgagee consent and will have to meet
certain conditions, including loan-to-value
tests and debt service coverage tests and many
also provide that the related borrower will be
required to obtain written confirmation from
the rating agencies that any ratings of the
certificates will not, as a result of the
proposed substitution, be downgraded,
qualified or withdrawn, and the related
borrower will provide an opinion of counsel
that the REMIC status of the trust fund will
not be adversely impacted by the proposed
substitution. Nevertheless, the replacement
property may differ from the substituted
property with respect to certain
characteristics.
SINGLE TENANTS AND CONCENTRATION
OF TENANTS SUBJECT THE TRUST
FUND TO INCREASED RISK......... Fifty-five (55) of the mortgaged properties
securing mortgage loans included in the trust
fund, representing, by allocated loan amount,
13.3% of the mortgage pool (by allocated loan
amount, 15.1% of loan group 1), are leased
wholly to a single tenant or are wholly owner
occupied. Certain other of the mortgaged
properties are leased in large part to a single
tenant or are in large part owner occupied. Any
default by a major tenant could adversely
affect the related borrower's ability to make
payments on the related mortgage loan. We
cannot provide assurances that any major tenant
will continue to perform its obligations under
its lease (or, in the case of an owner-occupied
mortgaged property, under the related mortgage
loan documents).
With respect to certain of the mortgage loans,
the related borrower has given to certain
tenants a right of first refusal in the event
a sale is contemplated or an option to
purchase all or a portion of the mortgaged
property and this provision, if not waived,
may impede the mortgagee's ability to sell the
related mortgaged property at foreclosure or
adversely affect the foreclosure proceeds.
In addition, certain of the mortgaged
properties that are leased to single tenants
or a major tenant may have leases that
terminate or grant the tenant early
termination rights prior to the maturity date
of the related mortgage loan. Mortgaged
properties leased to a single tenant, or a
small number of tenants, are more likely to
experience interruptions of cash flow if a
tenant fails to renew its lease because there
may be less or no rental income until new
tenants are found and it may be necessary to
expend substantial amounts of capital to make
the space acceptable to new tenants. In
addition, certain of the mortgaged properties
may be leased
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in whole or in part by government-sponsored
tenants who may have certain rights to cancel
their leases or reduce the rent payable with
respect to such leases at any time for, among
other things, lack of appropriations. With
respect to the NGP Rubicon GSA Pool mortgage
loan (loan number 2), representing 5.9% of the
mortgage pool (6.7% of loan group 1), 95.0% of
the rentable area at the related mortgaged
properties is occupied by U.S. government
agencies. Certain of these U.S. government
leases, with respect to the NGP Rubicon GSA
Pool mortgage loan, permit the related tenant
to terminate its lease after a specified date
contained in the respective lease, some of
which may be prior to the maturity date of the
related mortgage loan, subject to certain
terms and conditions contained therein. See
"DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans--NGP Rubicon GSA Pool".
Retail and office properties also may be
adversely affected if there is a concentration
of particular tenants among the mortgaged
properties or of tenants in a particular
business or industry. For example, with
respect to 11 mortgage loans representing 1.2%
of the mortgage pool (1.3% of loan group 1),
the single tenant of each mortgaged property
is Walgreens.
For further information regarding certain
significant tenants at the mortgaged
properties, see Annex A-4 to this prospectus
supplement.
THE FAILURE OF A TENANT WILL
HAVE A NEGATIVE IMPACT ON
SINGLE TENANT AND TENANT
CONCENTRATION PROPERTIES....... The bankruptcy or insolvency of a major
tenant or sole tenant, or a number of smaller
tenants, in retail, industrial and office
properties may adversely affect the income
produced by a mortgaged property. Under the
Bankruptcy Code, a tenant has the option of
assuming or rejecting any unexpired lease. If
the tenant rejects the lease, the landlord's
claim for breach of the lease would be a
general unsecured claim against the tenant
(absent collateral securing the claim) and the
amounts the landlord could claim would be
limited.
LITIGATION MAY HAVE ADVERSE
EFFECT ON BORROWERS............ From time to time, there may be legal
proceedings pending, threatened or ongoing
against the borrowers, managers, sponsors and
their respective affiliates relating to the
business of, or arising out of the ordinary
course of business of, the borrowers, managers,
sponsors and their respective affiliates, and
certain of the borrowers, managers, sponsors
and their respective affiliates are subject to
legal proceedings relating to the business of,
or arising out of the ordinary course of
business of, the borrowers, managers, sponsors
or their respective affiliates. In addition,
certain borrowers, managers and their
respective affiliates may be or have been
subject to investigation, civil penalty,
criminal penalty or enforcement. It is possible
that such proceedings may have a material
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adverse effect on any borrower's ability to
meet its obligations under the related
mortgage loan and, thus, on distributions on
your certificates.
With respect to the Fath concentration (loan
numbers 27, 53, 89, 115, 141, 163 and 179),
the sponsor of the related borrowers is being
sued, following the foreclosure of a mortgage
loan made to an entity controlled by that
sponsor, which mortgage loan was an asset in a
prior commercial mortgage loan securitization
transaction. The action is being brought for
the actual economic damages of the mortgagee
in connection with incomplete renovations to
the property and termination of the leases in
the Mortgaged Property.
POOR PROPERTY MANAGEMENT WILL
LOWER THE PERFORMANCE OF THE
RELATED MORTGAGED PROPERTY..... The successful operation of a real estate
project depends upon the property manager's
performance and viability. The property manager
is responsible for:
o responding to changes in the local market;
o planning and implementing the rental
structure;
o operating the property and providing
building services;
o managing operating expenses; and
o assuring that maintenance and capital
improvements are carried out in a timely
fashion.
Properties deriving revenues primarily from
short-term sources, such as short-term leases,
are generally more management intensive than
properties leased to creditworthy tenants
under long-term leases.
The failure of a property manager that manages
a number of mortgaged properties as described
above to properly manage the related mortgaged
properties or any financial difficulties with
respect to this property manager could have a
significant negative impact on the continued
income generation from these mortgaged
properties and therefore the performance of
the related mortgage loans. Extra Space
Management, LLC or an affiliate is the
property manager for the mortgaged properties
securing 25 mortgage loans (loan numbers 7,
15, 52, 65, 67, 77, 85, 88, 98, 101, 121, 122,
128, 132, 136, 148, 154, 164, 167, 168, 178,
193, 207, 216 and 227), representing 7.9% of
the mortgage pool (8.9% of loan group 1). See
"--Adverse Consequences Associated with
Borrower Concentration, Borrowers Under Common
Control and Related Borrowers" above and
"DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans" in this prospectus
supplement.
We cannot provide assurance regarding the
performance of any operators, leasing agents
and/or property managers or persons who may
become operators and/or property managers upon
the expiration or termination of management
agreements or following any default or
foreclosure under a
S-99
mortgage loan. In addition, the property
managers are usually operating companies and
unlike limited purpose entities, may not be
restricted from incurring debt and other
liabilities in the ordinary course of business
or otherwise.
We make no representation or warranty as to
the skills of any present or future managers.
Additionally, we cannot provide assurance that
the property managers will be in a financial
condition to fulfill their management
responsibilities throughout the terms of their
respective management agreements.
CONDEMNATIONS OF MORTGAGED
PROPERTIES MAY RESULT
IN LOSSES..................... From time to time, there may be condemnations
pending or threatened against one or more of
the mortgaged properties securing mortgage
loans included in the trust fund. The proceeds
payable in connection with a total condemnation
may not be sufficient to restore the related
mortgaged property or to satisfy the remaining
indebtedness of the related mortgage loan. The
occurrence of a partial condemnation may have a
material adverse effect on the continued use
of, or income generation from, the affected
mortgaged property. Therefore, we cannot give
assurances that the occurrence of any
condemnation will not have a negative impact
upon distributions on your certificates.
THE STATUS OF A GROUND LEASE
MAY BE UNCERTAIN IN A
BANKRUPTCY PROCEEDING.......... Twelve (12) mortgage loans included in the
trust fund, representing 6.4% of the mortgage
pool by allocated loan amount (7.3% of loan
group 1), are secured in whole or in part by
leasehold interests. Leasehold mortgage loans
are subject to certain risks not associated
with mortgage loans secured by a lien on the
fee estate of the borrower. One of these risks
is that if the related leasehold interest were
to be terminated upon a lease default, the
mortgagee would lose its security in the loan.
Generally, but not in all cases, the related
ground lease requires the lessor thereunder to
give the mortgagee notice of the borrower's
defaults under the ground lease and an
opportunity to cure them, permits the leasehold
interest to be assigned to the mortgagee or a
purchaser at a foreclosure sale (in some cases
only upon the consent of the lessor) and
contains certain other protective provisions
typically included in a "mortgageable" ground
lease.
In addition, pursuant to Section 365(h) of the
Bankruptcy Code, ground lessees in possession
under a ground lease that has commenced have
the right to continue in a ground lease even
though the representative of their bankrupt
ground lessor rejects the lease. The leasehold
mortgages generally provide that the borrower
may not elect to treat the ground lease as
terminated on account of any such rejection by
the ground lessor without the prior approval
of the holder of the mortgage note or
otherwise prohibit the borrower from
terminating the ground lease. In a bankruptcy
of a ground
S-100
lessee/borrower, the ground lessee/borrower
under the protection of the Bankruptcy Code
has the right to assume (continue) or reject
(breach and/or terminate) any or all of its
ground leases. If the ground lessor and the
ground lessee/borrower are concurrently
involved in bankruptcy proceedings, the
trustee may be unable to enforce the bankrupt
ground lessee/borrower's right to continue in
a ground lease rejected by a bankrupt ground
lessor. In such circumstances, a ground lease
could be terminated notwithstanding lender
protection provisions contained therein or in
the related mortgage. Further, in a recent
decision by the United States Court of Appeals
for the Seventh Circuit (Precision Indus. v.
Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th
Cir. 2003)), the court ruled with respect to
an unrecorded lease of real property that
where a statutory sale of the fee interest in
leased property occurs under Section 363(f) of
the Bankruptcy Code (11 U.S.C. Section 363(f))
upon the bankruptcy of a landlord, such sale
terminates a lessee's possessory interest in
the property, and the purchaser assumes title
free and clear of any interest, including any
leasehold estates. Pursuant to Section 363(e)
of the Bankruptcy Code (11 U.S.C. Section
363(a)), a lessee may request the bankruptcy
court to prohibit or condition the statutory
sale of the property so as to provide adequate
protection of the leasehold interest; however,
the court ruled that this provision does not
ensure continued possession of the property,
but rather entitles the lessee to compensation
for the value of its leasehold interest,
typically from the sale proceeds. While there
are certain circumstances under which a "free
and clear" sale under Section 363(f) of the
Bankruptcy Code would not be authorized
(including that the lessee could not be
compelled in a legal or equitable proceeding
to accept a monetary satisfaction of his
possessory interest, and that none of the
other conditions of Section 363(f)(1)-(4) of
the Bankruptcy Code otherwise permits the
sale), we cannot provide assurances that those
circumstances would be present in any proposed
sale of a leased premises. As a result, we
cannot provide assurances that, in the event
of a statutory sale of leased property
pursuant to Section 363(f) of the Bankruptcy
Code, the lessee may be able to maintain
possession of the property under the ground
lease. In addition, we cannot provide
assurances that the lessee and/or the
mortgagee will be able to recuperate the full
value of the leasehold interest in bankruptcy
court.
In addition, certain of the mortgaged
properties securing the mortgage loans are
subject to operating leases. The operating
lessee then sublets space in the mortgaged
property to sub-tenants. Therefore, the cash
flow from the rented mortgaged property will
be subject to the bankruptcy risks with
respect to the operating lessee.
S-101
With respect to the ground lease on 1 of the
28 mortgaged properties comprising the Extra
Space Teamsters Pool mortgage loan, the
borrower is obligated to either (i) purchase
the fee interest in the ground lease prior to
its expiration or (ii) cause such mortgaged
property to be released from the mortgage loan
subject to the conditions set forth in the
related mortgage loan documents. This
obligation is guaranteed by the sponsor of the
related mortgage loan. See "DESCRIPTION OF THE
MORTGAGE POOL--Twenty Largest Mortgage Loans"
in this prospectus supplement.
MORTGAGE LOAN SELLERS MAY NOT
BE ABLE TO MAKE A REQUIRED
REPURCHASE OR SUBSTITUTION OF
A DEFECTIVE MORTGAGE LOAN...... Each mortgage loan seller is the sole
warranting party in respect of the mortgage
loans sold by such mortgage loan seller to us.
Neither we nor any of our affiliates (except,
in certain circumstances, for Wachovia Bank,
National Association in its capacity as a
mortgage loan seller) are obligated to
repurchase or substitute any mortgage loan in
connection with either a breach of any mortgage
loan seller's representations and warranties or
any document defects, if such mortgage loan
seller defaults on its obligation to do so. We
cannot provide assurances that the mortgage
loan sellers will have the financial ability to
effect such repurchases or substitutions.
In addition, one or more of the mortgage loan
sellers may have acquired a portion of the
mortgage loans included in the trust fund in
one or more secondary market purchases. Such
purchases may be challenged as fraudulent
conveyances. Such a challenge if successful,
may have a negative impact on the
distributions on your certificates. See
"DESCRIPTION OF THE MORTGAGE POOL--Assignment
of the Mortgage Loans; Repurchases and
Substitutions" and "--Representations and
Warranties; Repurchases and Substitutions" in
this prospectus supplement and "DESCRIPTION OF
THE POOLING AND SERVICING AGREEMENTS--
Representations and Warranties; Repurchases"
in the accompanying prospectus.
ONE ACTION JURISDICTION MAY
LIMIT THE ABILITY OF THE
SPECIAL SERVICER TO
FORECLOSE ON THE MORTGAGED
PROPERTY...................... Some states (including California) have laws
that prohibit more than one judicial action to
enforce a mortgage obligation, and some courts
have construed the term judicial action
broadly. Accordingly, the special servicer is
required to obtain advice of counsel prior to
enforcing any of the trust fund's rights under
any of the mortgage loans that include
mortgaged properties where this rule could be
applicable. In the case of either a cross-
collateralized and cross-defaulted mortgage
loan or a multi-property mortgage loan
which is secured by mortgaged properties
located in multiple states, the special
servicer may be required to foreclose first on
S-102
properties located in states where such "one
action" rules apply (and where non-judicial
foreclosure is permitted) before foreclosing
on properties located in the states where
judicial foreclosure is the only permitted
method of foreclosure. As a result, the
special servicer may incur delay and expense
in foreclosing on mortgaged properties located
in states affected by one action rules. See
"CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND
LEASES--Foreclosure" in the accompanying
prospectus.
S-103
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
The pool of mortgage loans included in the Trust Fund (the "Mortgage
Pool") is expected to consist of 233 fixed rate mortgage loans (the "Mortgage
Loans"), with an aggregate principal balance (the "Cut-Off Date Pool Balance")
of $3,275,616,483. The "Cut-Off Date" for three of the Mortgage Loans is
October 6, 2005 and for 230 of the Mortgage Loans is October 11, 2005. The
"Cut-Off Date Balance" of each Mortgage Loan will equal the unpaid principal
balance thereof as of the related Cut-Off Date, after reduction for all
payments of principal due on or before such date, whether or not received. The
Mortgage Pool will be deemed to consist of 2 loan groups ("Loan Group 1" and
"Loan Group 2" and, collectively, the "Loan Groups"). Loan Group 1 will consist
of (i) all of the Mortgage Loans that are not secured by multifamily properties
or mobile home park properties, and (ii) 14 Mortgage Loans that are secured by
multifamily properties and 13 Mortgage Loans secured by mobile home park
properties. Loan Group 1 is expected to consist of 167 Mortgage Loans with an
aggregate Cut-Off Date Balance of $2,884,319,234 (the "Cut-Off Date Group 1
Balance"). Loan Group 2 will consist of 62 Mortgage Loans that are secured by
multifamily properties and 4 Mortgage Loans that are secured by mobile home
park properties. Loan Group 2 is expected to consist of 66 Mortgage Loans with
an aggregate Cut-Off Date Balance of $391,297,249 (the "Cut-Off Date Group 2
Balance" and, together with the Cut-Off Date Group 1 Balance the "Cut-Off Date
Group Balances"). Annex A to this prospectus supplement sets forth the Loan
Group designation with respect to each Mortgage Loan. The Cut-Off Date Balances
of all of the Mortgage Loans in the Mortgage Pool range from $558,797 to
$200,000,000. The Mortgage Loans in the Mortgage Pool have an average Cut-Off
Date Balance of $14,058,440. The Cut-Off Date Balances of the Mortgage Loans in
Loan Group 1 range from $1,100,000 to $200,000,000. The Mortgage Loans in Loan
Group 1 have an average Cut-Off Date Balance of $17,271,373. The Cut-Off Date
Balances of the Mortgage Loans in Loan Group 2 range from $558,797 to
$36,000,000. The Mortgage Loans in Loan Group 2 have an average Cut-Off Date
Balance of $5,928,746. References to percentages of Mortgaged Properties
referred to in this prospectus supplement without further description are
references to the percentages of the Cut-Off Date Pool Balance represented by
the aggregate Cut-Off Date Balance of the related Mortgage Loans and references
to percentages of Mortgage Loans in a particular Loan Group without further
description are references to the related Cut-Off Date Group Balance. The
descriptions in this prospectus supplement of the Mortgage Loans and the
Mortgaged Properties are based upon the pool of Mortgage Loans as it is
expected to be constituted as of the close of business on the Closing Date,
assuming that (1) all scheduled principal and/or interest payments due on or
before the Cut-Off Date will be made, and (2) there will be no principal
prepayments on or before the Cut-Off Date. All percentages of the Mortgage
Loans or any specified group of Mortgage Loans referred to in this prospectus
supplement are approximate percentages. All numerical and statistical
information presented in this prospectus supplement (including Cut-Off Date
Balances, loan balances per square foot/room/unit, loan-to-value ratios and
debt service coverage ratios) with respect to the Co-Lender Loans are
calculated without regard to the related Subordinate Companion Loan, if any;
provided that, with respect to the 1000 & 1100 Wilson Loan and the NGP Rubicon
GSA Pool Loan, numerical and statistical information presented herein with
respect to loan balance per square foot, loan-to-value ratios and debt service
coverage ratios include the related Pari Passu Companion Loan as well as the
Mortgage Loans themselves.
All of the Mortgage Loans are evidenced by a promissory note (each a
"Mortgage Note") and are secured by a mortgage, deed of trust or other similar
security instrument (each, a "Mortgage") that creates a first mortgage lien on
a fee simple estate or, with respect to 12 Mortgage Loans, representing 6.4% of
the Cut-Off Date Pool Balance by allocated loan amount (7.3% of the Cut-Off
Date Group 1 Balance by allocated loan amount), on a portion or all of a
leasehold estate in an income-producing real property (each, a "Mortgaged
Property").
S-104
Set forth below are the number of Mortgage Loans, and the approximate
percentage of the Cut-Off Date Pool Balance represented by such Mortgage Loans
that are secured by Mortgaged Properties operated for each indicated purpose:
MORTGAGED PROPERTIES BY PROPERTY TYPE(1)
NUMBER OF AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE
- --------------------------------------- ------------ ----------------- --------------- ----------------- ----------------
Office ................................ 52 $1,482,013,794 45.2% 51.4% 0.0%
Multifamily ........................... 78 562,387,034 17.2 6.7 94.4
Retail ................................ 73 515,336,614 15.7 17.9 0.0
Retail -- Anchored ................... 45 402,649,278 12.3 14.0 0.0
Retail -- Unanchored ................. 22 74,665,919 2.3 2.6 0.0
Retail -- Shadow Anchored(2) ......... 6 38,021,418 1.2 1.3 0.0
Self Storage .......................... 80 272,943,784 8.3 9.5 0.0
Hospitality ........................... 16 225,431,680 6.9 7.8 0.0
Mobile Home Park ...................... 17 104,977,249 3.2 2.9 5.6
Industrial ............................ 7 85,956,000 2.6 3.0 0.0
Mixed Use ............................. 5 25,072,067 0.8 0.9 0.0
Land(3) ............................... 1 1,498,260 0.0 0.1 0.0
-- -------------- ----- ----- -----
329 $3,275,616,483 100.0% 100.0% 100.0%
=== ============== ===== ===== =====
- ----------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for the Mortgage
Loans secured by more than one Mortgaged Property is based on allocated
loan amounts (allocating the Mortgage Loan principal balance to each of
those properties by the appraised values of the Mortgaged Properties or
the allocated loan amount as detailed in the related Mortgage Loan
documents).
(2) A Mortgaged Property is classified as "shadow anchored" if it is located
in close proximity to an anchored retail property.
(3) 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.
[PIE CHART OMITTED]
MORTGAGED PROPERTIES BY PROPERTY TYPE
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%
Office 45.2%
Multifamily 17.2%
MORTGAGE LOAN HISTORY
All of the Mortgage Loans will be acquired on the Closing Date by the
Depositor from the Mortgage Loan Sellers. Wachovia Bank, National Association
("Wachovia"), in its capacity as a Mortgage Loan Seller, originated or acquired
137 of the Mortgage Loans, representing 71.0% of the Cut-Off Date Pool Balance
(127 Mortgage Loans in Loan Group 1 or 75.9% of the Cut-Off Date Group 1
Balance and 10 Mortgage Loans in Loan Group 2 or 35.4% of the Cut-Off Date
Group 2 Balance). Nomura Credit & Capital, Inc. ("Nomura") originated 81 of the
Mortgage Loans, representing 20.5% of the Cut-Off Date Pool Balance (28
Mortgage Loans in Loan Group 1 or 15.9% of the Cut-Off Date Group 1 Balance and
53 Mortgage Loans in Loan Group 2 or 54.0% of the Cut-Off Date Group 2
Balance). Artesia Mortgage Capital Corporation ("Artesia") originated 15 of the
Mortgage Loans, representing 8.5% of the Cut-Off Date Pool Balance (12 Mortgage
Loans in Loan Group 1 or 8.2% of the Cut-Off Date Group 1 Balance and 3
Mortgage Loans in Loan Group 2 or 10.6% of the Cut-Off Date Group 2 Balance).
None of the
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Mortgage Loans were 30 days or more delinquent as of the Cut-Off Date, and no
Mortgage Loan has been 30 days or more delinquent during the 12 months
preceding the Cut-Off Date (or since the date of origination if such Mortgage
Loan has been originated within the past 12 months).
CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
Mortgage Rates; Calculations of Interest. All of the Mortgage Loans bear
interest at rates (each, a "Mortgage Rate") that will remain fixed for their
remaining terms, provided, however, that after the applicable Anticipated
Repayment Date, the interest rate on the related ARD Loans will increase as
described in this prospectus supplement. See "--Amortization" below. All of the
Mortgage Loans, accrue interest on the basis of the actual number of days
elapsed over a 360 day year (an "Actual/360 basis"). Ninety-one (91) of the
Mortgage Loans, representing 48.3% of the Cut-Off Date Pool Balance (73
Mortgage Loans in Loan Group 1 or 47.9% of the Cut-Off Date Group 1 Balance and
18 Mortgage Loans in Loan Group 2 or 51.6% of the Cut-Off Date Group 2
Balance), have periods during which only interest is due and periods in which
principal and interest are due. Thirty-four (34) of the Mortgage Loans,
representing 31.9% of the Cut-Off Date Pool Balance (33 Mortgage Loans in Loan
Group 1 or 35.2% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in
Loan Group 2 or 7.6% of the Cut-Off Date Group 2 Balance), are interest-only
for their entire term.
Mortgage Loan Payments. Scheduled payments of principal and/or interest
other than Balloon Payments (the "Periodic Payments") on all of the Mortgage
Loans are due monthly.
Due Dates. Generally, the Periodic Payment for each Mortgage Loan is due
on the date (each such date, a "Due Date") occurring on the 11th day of the
month. No Mortgage Loan has a grace period that extends payment beyond the 11th
day of any calendar month (other than 1 Mortgage Loan which has a grace period
that extends payment until the 14th day of any calendar month).
Amortization. Two hundred twenty-six (226) of the Mortgage Loans (the
"Balloon Loans") provide for Periodic Payments based on amortization schedules
significantly longer than their respective terms to maturity, in each case with
payments on their respective scheduled maturity dates of principal amounts
outstanding (each such amount, together with the corresponding payment of
interest, a "Balloon Payment"). Thirty-four (34) of these Balloon Loans,
representing 31.9% of the Cut-Off Date Pool Balance (33 Mortgage Loans in Loan
Group 1 or 35.2% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in
Loan Group 2 or 7.6% of the Cut-Off Date Group 2 Balance), provide for
interest-only Periodic Payments for the entire term and do not amortize.
Twenty-six (26) of the Balloon Loans (the "ARD Loans"), representing 5.2%
of the Cut-Off Date Pool Balance (6.0% of the Cut-Off Date Group 1 Balance),
provide that if the unamortized principal amount thereof is not repaid on a
date set forth in the related Mortgage Note (the "Anticipated Repayment Date"),
the Mortgage Loan will accrue additional interest (the "Additional Interest")
at the rate set forth therein and the borrower will be required to apply excess
monthly cash flow (the "Excess Cash Flow") generated by the Mortgaged Property
(as determined in the related Mortgage Loan documents) to the repayment of
principal outstanding on the Mortgage Loan. On or before the Anticipated
Repayment Date, the ARD Loans generally require the related borrower to enter
into a cash management agreement whereby all Excess Cash Flow will be deposited
directly into a lockbox account. Nineteen (19) of the ARD Loans provide for
monthly payments of interest only until the related Anticipated Repayment Date
and do not provide for any amortization of principal before the related
Anticipated Repayment Date. Any amount received in respect of Additional
Interest will be distributed to the Class Z Certificates. Generally, Additional
Interest will not be included in the calculation of the Mortgage Rate for a
Mortgage Loan, and will only be paid after the outstanding principal balance of
the Mortgage Loan together with all interest thereon at the Mortgage Rate has
been paid. With respect to such Mortgage Loans, no Prepayment Premiums or Yield
Maintenance Charges will be due in connection with any principal prepayment
after the Anticipated Repayment Date.
Ninety-one (91) of the Balloon Loans, representing 48.3% of the Cut-Off
Date Pool Balance (73 Mortgage Loans in Loan Group 1 or 47.9% of the Cut-Off
Date Group 1 Balance and 18 Mortgage Loans in Loan Group 2 or 51.6% of the
Cut-Off Date Group 2 Balance), provide for monthly payments of interest-only
for the first 6 to 84 months for Loan Group 1 and the first 12 to 48 months for
Loan Group
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2 of their respective terms followed by payments which amortize a portion of
the principal balance of the Mortgage Loans by their related maturity dates,
but not the entire principal balance of the Mortgage Loans. Thirty-four (34) of
the Balloon Loans and ARD Loans, representing 31.9% of the Cut-Off Date Pool
Balance (33 Mortgage Loans in Loan Group 1 or 35.2% of the Cut-Off Date Group 1
Balance and 1 Mortgage Loan in Loan Group 2 or 7.6% of the Cut-Off Date Group 2
Balance), provide for monthly payments of interest-only until maturity or ARD
and do not provide for any amortization of principal.
Prepayment Provisions. As of the Cut-Off Date, all of the Mortgage Loans
restrict or prohibit voluntary principal prepayment. In general, all of the
Mortgage Loans either (i) prohibit voluntary prepayment of principal until a
date specified in the related Mortgage Note, but permit defeasance after a date
specified in the related Mortgage Note for most of the remaining term (217
Mortgage Loans or 78.5% of the Cut-Off Date Pool Balance, (155 Mortgage Loans
in Loan Group 1 or 76.2% of the Cut-Off Date Group 1 Balance and 62 Mortgage
Loans in Loan Group 2 or 95.8% of the Cut-Off Date Group 2 Balance)); (ii)
prohibit voluntary prepayment of principal for a period ending on a date
specified in the related Mortgage Note, and thereafter impose a yield
maintenance charge for most of the remaining term or permit defeasance for most
of the remaining term (2 Mortgage Loans or 4.4% of the Cut-Off Date Pool
Balance (5.0% of the Cut-Off Date Group 1 Balance)); (iii) impose a yield
maintenance charge until a date specified in the related Mortgage Note (4
Mortgage Loans or 13.4% of the Cut-Off Date Pool Balance (15.2% of the Cut-Off
Date Group 1 Balance)); or (iv) prohibit voluntary prepayment of principal for
a period ending on a date specified in the related Mortgage Note, and
thereafter impose a yield maintenance charge for most of the remaining term (10
Mortgage Loans or 3.6% of the Cut-Off Date Pool Balance (6 Mortgage Loans in
Loan Group 1 or 3.5% and 4 Mortgage Loans in Loan Group 2 or 4.2% of the
Cut-Off Date Group 2 Balance)); provided that, for purposes of each of the
foregoing, "remaining term" refers to either the remaining term to maturity or
the Anticipated Repayment Date, as applicable, of the related Mortgage Loan.
See "--Additional Mortgage Loan Information" in this prospectus supplement.
Prepayment Premiums and Yield Maintenance Charges, if and to the extent
collected, will be distributed as described under "DESCRIPTION OF THE
CERTIFICATES--Distributions--Allocation of Prepayment Premiums and Yield
Maintenance Charges" in this prospectus supplement. The Depositor makes no
representation as to the enforceability of the provisions of any Mortgage Note
requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or
of the collectability of any Prepayment Premium or Yield Maintenance Charge.
Certain state laws limit the amounts that a mortgagee may collect from a
borrower as an additional charge in connection with the prepayment of a
mortgage loan. The Mortgage Loans generally do not require the payment of
Prepayment Premiums or Yield Maintenance Charges in connection with a
prepayment, in whole or in part, of the related Mortgage Loan as a result of or
in connection with a total casualty or condemnation. Furthermore, the
enforceability, under the laws of a number of states, of provisions providing
for payments comparable to the Prepayment Premiums and/or Yield Maintenance
Charges upon an involuntary prepayment is unclear. No assurance can be given
that, at the time a Prepayment Premium or Yield Maintenance Charge is required
to be made on a Mortgage Loan in connection with an involuntary prepayment, any
obligation to pay such Prepayment Premium or Yield Maintenance Charge will be
enforceable under applicable state law.
The Mortgage Loans included in the Trust Fund provide that, in the event
of a partial prepayment of such Mortgage Loan due to the receipt of insurance
proceeds or a condemnation award in connection with a casualty or condemnation,
the monthly debt service payment of such Mortgage Loan will remain unchanged.
See "RISK FACTORS--Prepayments Will Affect Your Yield" in this prospectus
supplement.
Two hundred nineteen (219) of the Mortgage Loans, or 83.0% of the Cut-Off
Date Pool Balance (157 Mortgage Loans in Loan Group 1 or 81.2% of the Cut-Off
Date Group 1 Balance and 62 Mortgage Loans in Loan Group 2 or 95.8% of the
Cut-Off Date Group 2 Balance), provide that, in general, under certain
conditions, the related borrower will have the right, no earlier than two years
following the Closing Date, to substitute a pledge of Defeasance Collateral in
exchange for a release of the related Mortgaged Property (or a portion thereof)
from the lien of the related Mortgage without the prepayment of the Mortgage
Loan or the payment of the applicable Prepayment Premium or Yield Maintenance
Charge except for 2 mortgage loans (loan numbers 7 and 15) which provide for
Yield Maintenance or defeasance at the option of the related borrower. Mortgage
Loans secured by more than one Mortgaged Property
S-107
(but in some cases secured by a single Mortgaged Property) which provide for
partial defeasance generally require that, among other things, (i) prior to the
release of a related Mortgaged Property (or a portion thereof), a specified
percentage (generally between 110% and 125% but in the case of 34 Mortgage
Loans (loan numbers 107, 117, 120, 123, 138, 139, 162, 170, 176, 182, 184, 187,
190, 191, 194, 202, 205, 208, 209, 211, 213, 214, 215, 218, 220, 221, 223, 225,
228, 229, 230, 231, 232 and 233), 100% of the allocated loan amount for such
Mortgaged Property) be defeased and (ii) that certain debt service coverage
ratios and loan-to-value ratio tests be satisfied with respect to the remaining
Mortgaged Properties after the defeasance. In general, "Defeasance Collateral"
is required to consist of United States government obligations that provide for
payments on or prior, but as close as possible, to all successive Due Dates and
the scheduled maturity date (or the Anticipated Repayment Date in the case of
the ARD Loans) (provided, that in the case of certain Mortgage Loans, such
defeasance payments may cease at the beginning of the open prepayment period
with respect to such Mortgage Loan, and the final payment on the Defeasance
Collateral may be sufficient to fully prepay the Mortgage Loan), with each such
payment being equal to or greater than (with any excess to be returned to the
borrower (in some cases, after the related Mortgage Loan is paid in full)) the
Periodic Payment due on such date or (i) in the case of a Balloon Loan on the
scheduled maturity date, the Balloon Payment, or (ii) in the case of an ARD
Loan, the principal balance on its Anticipated Repayment Date. The Pooling and
Servicing Agreement requires the Master Servicer or the Special Servicer to
require each borrower that proposes to prepay its Mortgage Loan to pledge
Defeasance Collateral in lieu of making a prepayment, to the extent the related
Mortgage Loan documents enable the Master Servicer or the Special Servicer, as
applicable, to make such requirement, but in each case subject to certain
conditions, including that the defeasance would not have an adverse effect on
the REMIC status of any of the REMICs (accordingly, no defeasance would be
required or permitted prior to the second anniversary of the Closing Date). The
cash amount a borrower must expend to purchase, or deliver to the Master
Servicer in order for the Master Servicer to purchase, such Defeasance
Collateral may be in excess of the principal balance of the related Mortgage
Loan. There can be no assurances that a court would not interpret such portion
of the cash amount that exceeds the principal balance as a form of prepayment
consideration and would not take it into account for usury purposes. In some
states some forms of prepayment consideration are unenforceable.
Neither the Master Servicer nor the Special Servicer is permitted to waive
or modify the terms of any Mortgage Loan prohibiting voluntary prepayments
during a Lockout Period or requiring the payment of a Prepayment Premium or
Yield Maintenance Charge except under the circumstances described in "SERVICING
OF THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this
prospectus supplement.
Other Financing. With limited exceptions, all of the Mortgage Loans
prohibit the related borrower from encumbering the Mortgaged Property with
additional secured debt without the mortgagee's prior consent and, also with
limited exceptions, prohibit the entities with a controlling interest in the
related borrower from pledging their interests in such borrower as security for
mezzanine debt.
With respect to 10 Mortgage Loans (loan numbers 39, 49, 70, 119, 126, 135,
152, 156, 166 and 200), representing approximately 1.9% of the Cut-Off Date
Pool Balance (8 Mortgage Loans in Loan Group 1 or 1.4% and 2 Mortgage Loans in
Loan Group 2 or 5.8%), the borrower, under certain circumstances, may encumber
the Mortgaged Property with subordinate debt subject to the terms of a
subordination and standstill agreement to be entered into in favor of the
mortgagee and the satisfaction of certain financial conditions.
With respect to 1 Mortgage Loan (loan number 18), representing
approximately 1.4% of the Cut-Off Date Pool Balance (1.5% of the Cut-Off Date
Group 1 Balance), there is existing subordinate debt secured by the Mortgaged
Property and the ownership interests of the direct or indirect owners of the
borrower have been pledged as additional security for the subordinate debt
subject to the terms of an intercreditor agreement entered into in favor of the
mortgagee. See "RISK FACTORS--Additional Debt on Some Mortgage Loans Creates
Additional Risks" in this prospectus supplement.
Further, certain of the Mortgage Loans included in the Trust Fund do not
prohibit limited partners or other owners of non-controlling interests in the
related borrower from pledging their interests in the borrower as security for
mezzanine debt. See "RISK FACTORS--Additional Debt on Some Mortgage Loans
Creates Additional Risks" in this prospectus supplement.
S-108
With respect to 19 Mortgage Loans (loan numbers 1, 2, 3, 4, 12, 13, 25,
26, 30, 34, 37, 69, 87, 94, 104, 108, 124, 189 and 198), representing
approximately 31.0% of the Cut-Off Date Pool Balance (18 Mortgage Loans in Loan
Group 1 or 35.1% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in
Loan Group 2 or 1.1% of the Cut-Off Date Group 2 Balance), the related Mortgage
Loan documents provide that, under certain circumstances, ownership interests
of the direct or indirect owners of the related borrowers may be pledged as
security for mezzanine debt in the future, subject to the terms of a
subordination and standstill agreement and/or an intercreditor agreement to be
entered into in favor of the mortgagee and the satisfaction of certain
financial conditions.
With respect to 2 Mortgage Loans (loan numbers 10 and 195) representing
2.2% of the Cut-Off Date Pool Balance (2.5% of the Cut-Off Date Group 1
Balance) the related Mortgage Loan documents provide that the borrower may
incur additional unsecured debt. With respect to 9 Mortgage Loans (loan numbers
56, 59, 63, 75, 79, 86, 151, 186 and 200), representing 1.9% of the Cut-Off
Date Pool Balance (2.2% of the Cut-Off Date Group 1 Balance), the related
Mortgage Loan documents do not prohibit the borrower from incurring additional
unsecured debt or an owner of an interest in the related borrower from pledging
its ownership interest in the related borrower as security for mezzanine debt
because the related borrower is not required by either the Mortgage Loan
documents or related organizational documents to be a special purpose entity.
With respect to 2 Mortgage Loans (loan numbers 6 and 9), representing 5.2%
of the Cut-Off Date Pool Balance (5.9% of the Cut-Off Date Group 1 Balance),
the related Mortgage Loan documents provide that under certain circumstances
(a) the related borrower may encumber the related Mortgaged Property with
subordinate debt in the future and /or (b) the entities owning an interest in
the related borrower may pledge their interests in the borrower as security for
mezzanine debt in the future, subject to the terms of a subordination and
standstill agreement to be entered into in favor of the mortgagee and the
satisfaction of certain financial conditions.
With respect to 1 Mortgage Loan (loan number 17), representing 1.5% of the
Cut-Off Date Pool Balance (1.7% of the Cut-Off Date Group 1 Balance), the
related Mortgage Loan documents provide that, under certain circumstances (a)
the related borrower may incur additional unsecured debt and/or (b) the
entities owning an interest in the related borrower may pledge their interests
in the borrower as security for mezzanine debt in the future, subject to the
terms of a subordination and standstill agreement to be entered into in favor
of the mortgagee and the satisfaction of certain financial conditions.
With respect to 1 Mortgage Loan (loan number 58), representing 0.3% of the
Cut-Off Date Pool Balance (2.8% of the Cut-Off Date Group 2 Balance), the
related borrower has existing unsecured subordinate debt to third parties.
In addition, with respect to the Co-Lender Loans, the related Mortgaged
Property also secures one or more Companion Loans. See "--Co-Lender Loans" in
this prospectus supplement.
Nonrecourse Obligations. The Mortgage Loans are generally nonrecourse
obligations of the related borrowers and, upon any such borrower's default in
the payment of any amount due under the related Mortgage Loan, the holder
thereof may look only to the related Mortgaged Property for satisfaction of the
borrower's obligations. In addition, in those cases where recourse to a
borrower or guarantor is purportedly permitted, the Depositor has not
undertaken an evaluation of the financial condition of any such person, and
prospective investors should therefore consider all of the Mortgage Loans to be
nonrecourse.
Due-On-Sale and Due-On-Encumbrance Provisions. Substantially all of the
Mortgages contain "due-on-sale" and "due-on-encumbrance" clauses that, in
general, permit the holder of the Mortgage to accelerate the maturity of the
related Mortgage Loan if the borrower sells or otherwise transfers or encumbers
the related Mortgaged Property or prohibit the borrower from doing so without
the consent of the holder of the Mortgage. However, certain of the Mortgage
Loans may permit one or more transfers of the related Mortgaged Property or the
transfer of a controlling interest in the related borrower to pre-approved
transferees or pursuant to pre-approved conditions without the approval of the
mortgagee, and certain Mortgage Loans may not prohibit transfers of limited
partnership interests or non-managing member interests in the related
borrowers. As provided in, and subject to, the Pooling and Servicing
S-109
Agreement, the Special Servicer will determine, in a manner consistent with the
servicing standard described under "SERVICING OF THE MORTGAGE LOANS--General"
in this prospectus supplement whether to exercise any right the mortgagee may
have under any such clause to accelerate payment of the related Mortgage Loan
upon, or to withhold its consent to, any transfer or further encumbrance of the
related Mortgaged Property.
Cross-Default and Cross-Collateralization of Certain Mortgage Loans;
Certain Multi-Property Mortgage Loans. Eleven (11) groups of Mortgage Loans,
the Extra Space Self Storage Portfolio #5 concentration (loan numbers 52, 65,
67, 77, 85, 88, 98, 101, 121, 122, 128, 132, 136, 148, 154, 164, 167, 168, 178,
193, 207, 216 and 227), representing 3.4% of the Cut-Off Date Pool Balance
(3.9% of the Cut-Off Date Group 1 Balance), the Fath Portfolio concentration
(loan numbers 27, 53, 89, 115, 141, 163 and 179), representing 1.9% of the
Cut-Off Date Pool Balance (16.2% of the Cut-Off Date Group 2 Balance), the GSP
Portfolio 3 concentration (loan numbers 56, 63, 79 and 86), representing 1.1%
of the Cut-Off Date Pool Balance (1.3% of the Cut-Off Date Group 1 Balance),
the GSP Portfolio 1 concentration (loan numbers 62, 93, 96, 109 and 169),
representing 0.9% of the Cut-Off Date Pool Balance (1.1% of the Cut-Off Date
Group 1 Balance), the Multifamily Portfolio B concentration (loan numbers 117,
123, 138, 170, 191, 211, 214, 215, 221, 223, 230 and 232), representing 0.8% of
the Cut-Off Date Pool Balance (6.9% of the Cut-Off Date Group 2 Balance), the
Multifamily Portfolio A concentration (loan numbers 107, 182, 184, 187, 190,
194, 202, 213, 228, 229 and 233), representing 0.7% of the Cut-Off Date Pool
Balance (5.8% of the Cut-Off Date Group 2 Balance), the Multifamily Portfolio C
concentration (loan numbers 120, 139, 162, 176, 205, 208, 209, 218, 220, 225
and 231), representing 0.7% of the Cut-Off Date Pool Balance (6.2 of the
Cut-Off Date Group 2 Balance), the Cole Portfolio concentration (loan numbers
147, 155, 174, 204, 210 and 212), representing 0.4% of the Cut-Off Date Pool
Balance (0.5% of the Cut-Off Date Group 1 Balance), the Addison Place Portfolio
(loan numbers 74 and 217), representing 0.3% of the Cut-Off Date Pool Balance
(0.4% of the Cut-Off Date Group 1 Balance), the GSP Portfolio 2 concentration
(loan numbers 106 and 144), representing 0.3% of the Cut-Off Date Pool Balance
(0.3% of the Cut-Off Date Group 1 Balance) and the Nasar Portfolio
concentration (loan numbers 129 and 201), representing 0.2% of the Cut-Off Date
Pool Balance (0.2% of the Cut-Off Date Group 1 Balance), are groups of Mortgage
Loans that are cross-collateralized and cross-defaulted with each of the other
Mortgage Loans in their respective groups. Although the Mortgage Loans within
each group of cross-collateralized and cross-defaulted Mortgage Loans are
cross-collateralized and cross-defaulted with the other Mortgage Loans in such
group, the Mortgage Loans in one group are not cross-collateralized or
cross-defaulted with the Mortgage Loans in any other group. The related
Mortgage Loan documents for each group of Mortgage Loans generally provide that
the cross-default and cross-collateralization provisions for each such group of
cross-collateralized and/or cross-defaulted Mortgage Loans may be terminated in
the event one of the Mortgage Loans is defeased without a simultaneous
defeasance of the other Mortgage Loans; provided that the Rating Agencies
confirm that such release would not result in a downgrading of any of the
current ratings of any Class of Certificates and certain loan-to-value ratio
and debt service coverage ratio tests are satisfied.
As of the Closing Date, no Mortgage Loan, except the Co-Lender Loans, will
be cross-collateralized or cross-defaulted with any loan that is not included
in the Mortgage Pool. The Master Servicer or the Special Servicer, as the case
may be, will determine whether to enforce the cross-default and
cross-collateralization rights upon a mortgage loan default with respect to any
of these Mortgage Loans.
The Certificateholders will not have any right to participate in or
control any such determination. No other Mortgage Loans are subject to
cross-collateralization or cross-default provisions.
In addition, (i) the Brookhaven MHP Mortgage Loan, the Meadowview MHP
Mortgage Loan, the Mill Creek MHP Mortgage Loan, the Northwood MHP Mortgage
Loan and the Deer Run MHP Mortgage Loan; (ii) the Newberry Farms MHP Mortgage
Loan and the Newberry Estates MHP Mortgage Loan; (iii) the Grayson Village MHP
Mortgage Loan, the Cedar Manor MHP Mortgage Loan, the Pleasant Hills MHP
Mortgage Loan and the Indian Creek MHP Mortgage Loan; and (iv) the Mortgage
Loans in each of the Fath Portfolio, Multifamily Portfolio A, Multifamily
Portfolio B, Multifamily Portfolio C and the Taurus Portfolio were each
underwritten as cross-collateralized and cross-defaulted loans or portfolios of
loans, as applicable. The related Mortgage Loans (or Mortgage Loans within the
S-110
related portfolios) may be uncrossed by the related borrowers upon the
satisfaction of certain conditions in the related Mortgage Loan documents.
Partial Releases. Certain of the Mortgage Loans permit a partial release
of a portion of the related Mortgaged Property not material to the underwriting
of the Mortgage Loan at the time of origination, without any prepayment or
defeasance of the Mortgage Loan.
Substitutions. Fifteen (15) of the Mortgage Loans (loan numbers 7, 15, 21,
110, 114, 149, 155, 157, 174, 177, 204, 210, 212, 219 and 226) representing
6.6% of the Cut-Off Date Balance (7.5% of the Cut-Off Date Group 1 Balance)
permit the related borrower to substitute Mortgaged Properties of like kind and
quality for the properties securing the related Mortgage Loans, upon mortgagee
consent and subject to certain conditions, including loan-to-value tests and
debt service coverage tests and many such Mortgage Loans also require the
provision of an opinion of counsel that the proposed substitution will not
adversely affect the REMIC status of the Trust Fund and written confirmation
from the Rating Agencies that any ratings of the Certificates will not, as a
result of the proposed substitution, be downgraded, qualified or withdrawn. See
"RISK FACTORS--Substitution of Mortgaged Properties" in this prospectus
supplement.
CERTAIN LOCATION SPECIFIC CONSIDERATIONS
CALIFORNIA. Eighty-eight (88) of the Mortgaged Properties, representing,
by allocated loan amount, 19.5% of the Cut Off Date Pool Balance (51 Mortgaged
Properties in Loan Group 1 or 19.0% of the Cut-Off Date Group 1 Balance and 37
Mortgaged Properties in Loan Group 2 or 23.0% of the Cut-Off Date Group 2
Balance) are located in California. Mortgage loans in California are generally
secured by deeds of trust on the related real estate. Foreclosure of a deed of
trust in California may be accomplished by a non judicial trustee's sale under
a specific provision in the deed of trust or by judicial foreclosure. Public
notice of either the trustee's sale or the judgment of foreclosure is given for
a statutory period of time after which the mortgaged real estate may be sold by
the trustee, if foreclosed pursuant to the trustee's power of sale, or by court
appointed sheriff under a judicial foreclosure. Following a judicial
foreclosure sale, the borrower or its successor in interest may, for a period
of up to one year, redeem the property. California's "one action rule" requires
the mortgagee to exhaust the security afforded under the deed of trust by
foreclosure in an attempt to satisfy the full debt before bringing a personal
action (if otherwise permitted) against the borrower for recovery of the debt,
except in certain cases involving environmentally impaired real property.
California case law has held that acts such as an offset of an unpledged
account constitute violations of such statutes. Violations of such statutes may
result in the loss of some or all of the security under the mortgage loan.
Other statutory provisions in California limit any deficiency judgment (if
otherwise permitted) against the borrower following a foreclosure to the amount
by which the indebtedness exceeds the fair value at the time of the public sale
and in no event greater than the difference between the foreclosure sale price
and the amount of the indebtedness. Further, under California law, once a
property has been sold pursuant to a power of sale clause contained in a deed
of trust, the mortgagee is precluded from seeking a deficiency judgment from
the borrower or, under certain circumstances, guarantors. California statutory
provisions regarding assignments of rents and leases require that a mortgagee
whose loan is secured by such an assignment must exercise a remedy with respect
to rents as authorized by statute in order to establish its right to receive
the rents after an event of default. Among the remedies authorized by statute
is the mortgagee's right to have a receiver appointed under certain
circumstances.
PUERTO RICO. One (1) of the mortgaged properties, representing 1.2% of the
Cut-off Date Pool Balance (1.3% of the Cut-off Date Group 1 Balance), is
located in Puerto Rico. Commercial mortgage loans secured by mortgaged
properties located in Puerto Rico are generally evidenced by the execution of a
promissory note in favor of the mortgagee and a "mortgage note" payable to the
bearer thereof is then pledged to the mortgagee as security for the promissory
note. The mortgage note in turn is secured by a deed of mortgage on certain
real property of the mortgagor.
Notwithstanding the existence of both the promissory note and the bearer
mortgage note, the mortgagor has only a single indebtedness to the mortgagee
and in the event of default the mortgagee may bring a single unitary action to
proceed directly against the mortgaged property without any requirement
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to take a separate action under the promissory or mortgage notes. Priority
between mortgage instruments depends on their terms and generally on the order
of filing with the appropriate Registry of Property of Puerto Rico.
Risks Related to Puerto Rico-United States Relationship. The Commonwealth
of Puerto Rico is an unincorporated territory of the United States. The
provisions of the United States Constitution and laws of the United States
apply to the Commonwealth of Puerto Rico as determined by the United States
Congress and the continuation or modification of current federal law and policy
applicable to the Commonwealth of Puerto Rico remains within the discretion of
the United States Congress. If the Commonwealth of Puerto Rico were granted
complete independence, there can be no assurance of what impact this would have
on the trust fund's interest in mortgaged property located in Puerto Rico.
Risks Relating to Taxation in Puerto Rico. Currently, Puerto Rico does not
impose income or withholding tax on interest received on loans by foreign
(non-Puerto Rican) entities not engaged in trade or business in Puerto Rico, as
long as the foreign (non-Puerto Rican) entity receiving the interest payment
and the debtor making the interest payment are not related, or if the interest
payment is not from sources within Puerto Rico (i.e., when the entity making
the interest payment is not a resident of Puerto Rico). For purposes of the
interest income tax withholding provisions, an entity is related to the debtor
if it owns 50% or more of the value of the stock or participation of the
debtor.
However, in the event that the laws of Puerto Rico change and payments on
loans by foreign (non-Puerto Rico) entities not engaged in trade or business in
Puerto Rico are subject to Puerto Rico income or withholding tax, under certain
circumstances, the related borrower may not be required to "gross up" the
payments to (or otherwise indemnify) the mortgagee, thus resulting in a
shortfall to the trust fund. Any such gross up, if any, would result in the
borrower being required to make additional payments to the mortgagee; in this
event, the borrower may not have sufficient cash flow from the related
mortgaged property to pay all amounts required to be paid on the loan including
such gross-up payments).
Risks Related to Foreclosure in Puerto Rico. Foreclosure of a mortgage in
Puerto Rico is generally accomplished by judicial action. The action is
initiated by the service of legal pleadings upon all parties having an interest
in the real property. Delays in completion of the foreclosure may occasionally
result from difficulties in locating necessary parties. When the mortgagee's
right to foreclose is contested, the legal proceedings necessary to resolve the
issue can be time-consuming and costly.
At the completion of the judicial foreclosure proceedings, if the
mortgagee prevails, the court generally issues a judgment of foreclosure and
appoints a marshall or other court officer to conduct the sale of the property.
Such sales are made in accordance with procedures set forth in the Mortgage and
Property Registry Act (Act No. 198 of August 8, 1979). The purchaser at such
sale acquires the estate or interest in real property covered by the mortgage.
Generally, the terms of the deed of mortgage and Puerto Rico law control the
amount of foreclosure expenses and costs, including attorneys' fees, which may
b recovered by a mortgagee. The courts of Puerto Rico will enforce clauses
providing for acceleration in the event of a material payment default after
giving effect to any appropriate notices. The courts of Puerto Rico, however,
may, in extraordinary circumstances, refuse to foreclose a mortgage on grounds
of equity when an acceleration of the indebtedness would be inequitable or
unjust or the circumstances would render the acceleration unconscionable. In
any case, there can be no assurance that the net proceeds realized from
foreclosures on any mortgage loan, after payment of all foreclosure expenses,
will be sufficient to pay the principal, interest and other expenses, if any,
which are due thereunder.
ASSESSMENTS OF PROPERTY CONDITION
Property Inspections. Generally, the Mortgaged Properties were inspected
by or on behalf of the Mortgage Loan Sellers in connection with the origination
or acquisition of the related Mortgage Loans to assess their general condition.
No inspection revealed any patent structural deficiency or any deferred
maintenance considered material and adverse to the value of the Mortgaged
Property as security for the related Mortgage Loan, except in such cases where
adequate reserves have been established.
Appraisals. All of the Mortgaged Properties were appraised by a
state-certified appraiser or an appraiser belonging to the Appraisal Institute
in accordance with the Federal Institutions Reform,
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Recovery and Enforcement Act of 1989. The primary purpose of each appraisal was
to provide an opinion as to the market value of the related Mortgaged Property.
There can be no assurance that another appraiser would have arrived at the same
opinion of market value.
Environmental Assessments. A "Phase I" environmental site assessment was
performed by independent environmental consultants with respect to each
Mortgaged Property in connection with the origination of the related Mortgage
Loans. "Phase I" environmental site assessments generally do not include
environmental testing. In certain cases, environmental testing, including in
some cases a "Phase II" environmental site assessment as recommended by such
"Phase I" assessment, was performed. Generally, in each case where
environmental assessments recommended corrective action, the originator of the
Mortgage Loan determined that the necessary corrective action had been
undertaken in a satisfactory manner, was being undertaken in a satisfactory
manner or that such corrective action would be adequately addressed
post-closing. In some instances, the originator required that reserves be
established to cover the estimated cost of such remediation or an environmental
insurance policy was obtained from a third party. See also "RISK
FACTORS--Environmental Laws May Adversely Affect the Value of and Cash Flow
from a Mortgaged Property" in this prospectus supplement.
Engineering Assessments. Except with respect to 2 Mortgage Loans,
representing 0.3% of the Cut-Off Date Pool Balance (0.4% of the Cut-Off Date
Group 1 Balance), in connection with the origination of all of the Mortgage
Loans, a licensed engineer or architect inspected the related Mortgaged
Property to assess the condition of the structure, exterior walls, roofing,
interior structure and mechanical and electrical systems. The resulting reports
indicated deferred maintenance items and/or recommended capital improvements on
the Mortgaged Properties. Generally, with respect to a majority of Mortgaged
Properties, the related borrowers were required to deposit with the mortgagee
an amount equal to at least 100% of the licensed engineer's estimated cost of
the recommended repairs, corrections or replacements to assure their
completion; provided, however, the mortgagee may waive such required deposits
under certain circumstances.
Earthquake Analyses. An architectural and/or engineering consultant
performed an analysis on certain Mortgaged Properties located in areas
considered to be an earthquake risk, which includes California, in order to
evaluate the structural and seismic condition of the property and to assess,
based primarily on statistical information, the maximum probable loss for the
property in an earthquake scenario. The resulting reports concluded that in the
event of an earthquake, 3 Mortgaged Properties securing 3 Mortgage Loans (loan
numbers 4, 152 and 211, representing 0.3% of the allocated loan amount of the
Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 0.3% of the
allocated loan amount of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan
in Loan Group 2 or 0.4% of the allocated amount of the Cut-Off Date Group 2
Balance) are likely to suffer a probable maximum loss in excess of 20% of the
amount of the estimated replacement cost of the improvements located on the
related Mortgaged Property. With respect to each of these Mortgage Loans, the
Mortgaged Property has earthquake insurance in place.
CO-LENDER LOANS
General
Six (6) Mortgage Loans (loan number 3, the "1000 & 1100 Wilson Loan", loan
number 5, the "Metropolitan Square Loan", loan number 10, the "Bryan Tower
Loan", loan number 35, the "FBI Office Building Loan", loan number 41, the
"Abbott Laboratories Loan" and loan number 64, the "Lowe's Home Improvement
Loan" (collectively, the "Wachovia Co-Lender Loans")) originated by Wachovia
Bank, National Association, four (4) Mortgage Loans (loan number 6, the "San
Felipe Plaza Loan", loan number 9, the "2500 City West Loan", loan number 68,
the "Sonoma Valley Inn Loan" and loan number 97, the "Holiday Inn Express and
Suites Loan" (collectively, the "Nomura Co-Lender Loans")) originated by Nomura
Credit & Capital, Inc. and one (1) Mortgage Loan (loan number 2, the "NGP
Rubicon GSA Pool Loan" also referred to herein as the "Artesia Co-Lender Loan")
originated by Artesia Mortgage Capital Corporation (the Artesia Co-Lender Loan
together with the Wachovia Co-Lender Loans and the Nomura Co-Lender Loans, the
"Co-Lender Loans") are each evidenced by one of two notes each secured by a
single mortgage and a single assignment of leases and rents. In addition to the
Co-Lender Loans,
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certain other mortgage loans have additional debt. See "RISK
FACTORS--Additional Debt on Some Mortgage Loans Creates Additional Risks".
The NGP Rubicon GSA Pool Loan is part of a split loan structure, which has
1 companion loan (the "NGP Rubicon GSA Pool Pari Passu Companion Loan") that is
pari passu in right of payment with the NGP Rubicon GSA Pool Loan. The NGP
Rubicon GSA Pool Pari Passu Companion Loan and the NGP Rubicon GSA Pool Loan
are referred to collectively herein as the "NGP Rubicon GSA Pool Whole Loan".
The NGP Rubicon GSA Pool Loan has a Cut-Off Date Balance of $194,500,000,
representing 5.9% of the Cut-Off Date Pool Balance (6.7% of the Cut-Off Date
Group 1 Balance). The NGP Rubicon GSA Pool Pari Passu Companion Loan will not
be included in the Trust Fund. See "--Twenty Largest Mortgage Loans--NGP
Rubicon GSA Pool" below.
The 1000 & 1100 Wilson Loan is part of a split loan structure, which has 1
companion loan (the "1000 & 1100 Wilson Pari Passu Companion Loan") that is
pari passu in right of entitlement to payment with the 1000 & 1100 Wilson Loan.
The 1000 & 1100 Wilson Pari Passu Companion Loan and the 1000 & 1100 Wilson
Loan are referred to collectively herein as the "1000 & 1100 Wilson Whole
Loan"). The 1000 & 1100 Wilson Loan has a Cut-Off Date Balance of $182,500,000,
representing 5.6% of the Cut-Off Date Pool Balance (6.3% of the Cut-Off Date
Group 1 Balance). The 1000 & 1100 Wilson Pari Passu Companion Loan will not be
included in the Trust Fund. See "--Twenty Largest Mortgage Loans--1000 & 1100
Wilson" below.
The Metropolitan Square Loan is part of a split loan structure, which has
1 companion loan (the "Metropolitan Square Companion Loan") that is subordinate
in its right of entitlement to payment to the Metropolitan Square Loan. See
"--Metropolitan Square Loan" below.
The San Felipe Plaza Loan is part of a split loan structure, which has 1
companion loan (the "San Felipe Plaza Companion Loan") that is subordinate in
its right of entitlement to payment to the San Felipe Plaza Loan. See "--San
Felipe Plaza Loan" below. The 2500 City West Loan is part of a split loan
structure, which has 1 companion loan (the "2500 City West Companion Loan")
that is subordinate in its right of entitlement to payment to the 2500 City
West Loan. See "--2500 City West Loan" below. The San Felipe Plaza Loan and the
2500 City West Loan are referred to in this prospectus supplement individually
as a "Future Funding Co-Lender Loan" and collectively as the "Future Funding
Co-Lender Loans".
The Bryan Tower Loan is part of a split loan structure, which has 1
companion loan (the "Bryan Tower Companion Loan") that is subordinate in its
right of entitlement to payment to the Bryan Tower Loan. See "--Bryan Tower
Loan" below.
Two (2) Mortgage Loans (the Sonoma Valley Inn Loan and the Holiday Inn
Express and Suites Loan), (collectively, "Mezz Cap Loans") are each part of
split loan structures, which in each case, have 1 companion loan (the "Mezz Cap
Companion Loans") that is subordinate in its right of entitlement to payment to
the related Mezz Cap Loan. See "--Mezz Cap Loans" below.
Three (3) Mortgage Loans (each of the FBI Office Building Loan, the Abbott
Laboratories Loan and the Lowe's Home Improvement Loan (collectively, the
"Caplease Loans")) are part of split loan structures, which, in each case, have
1 companion loan (each, a "Caplease Companion Loan") that is subordinate in its
right of entitlement to payment to the related Caplease Loan. Notwithstanding
the immediately preceding sentence, the holder of a Caplease Companion Loan has
agreed to subordinate its interests in certain respects to the related Caplease
Loan, subject to its prior right to receive proceeds of a claim for accelerated
future rent payments payable upon a default under the related lease (a
"Defaulted Lease Claim"). See "--Caplease Loans" below. Capital Lease, LP
("Caplease"), is the holder of the Caplease Companion Loans, but may elect to
sell the Caplease Companion Loans at any time. See "RISK FACTORS--Potential
Conflicts of Interest" in this prospectus supplement. In addition, Wachovia
Bank, National Association owns an equity interest in Caplease and provides
financing to Caplease secured by, among other things, the Caplease Companion
Loans.
The NGP Rubicon GSA Pool Pari Passu Companion Loan, the 1000 & 1100 Wilson
Pari Passu Companion Loan, the Metropolitan Square Companion Loan, the San
Felipe Companion Loan, the Bryan Tower Companion Loan, the 2500 City West
Companion Loan, the Mezz Cap Companion Loans, the Caplease Companion Loans, are
referred to herein as the "Companion Loans". None of the
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Companion Loans are included in the Trust Fund. The NGP Rubicon GSA Pool Pari
Passu Companion Loan and the 1000 & 1100 Wilson Pari Passu Companion Loan are
collectively referred to herein as the "Pari Passu Companion Loans" and the NGP
Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan are collectively referred
to as the "Pari Passu Loans". The Companion Loans, except for the Pari Passu
Companion Loans, are collectively referred to herein as the "Subordinate
Companion Loans". The NGP Rubicon GSA Pool Whole Loan and the 1000 & 1100
Wilson Whole Loan are referred to in this prospectus supplement individually as
a "Whole Loan" and collectively as the "Whole Loans").
The trust fund relating to the Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2005-C20 transaction (the
"2005-C20 Transaction" and the related trust fund, the "2005-C20 Trust Fund")
is the holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan and the
1000 & 1100 Wilson Companion Loan.
With respect to the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson
Loan, the terms of the related intercreditor agreement (the "NGP Rubicon GSA
Pool Intercreditor Agreement" and the "1000 & 1100 Wilson Intercreditor
Agreement", respectively and, collectively, the "Pari Passu Intercreditor
Agreements") provide that each Pari Passu Loan and the related Pari Passu
Companion Loan are of equal priority with each other and no portion of either
loan will have priority or preference over the other.
With respect to the Metropolitan Square Loan, the terms of the related
intercreditor agreement (the "Metropolitan Square Intercreditor Agreement")
provide that the Metropolitan Square Companion Loan is subordinate in certain
respects to the Metropolitan Square Loan. With respect to the San Felipe Plaza
Loan, the terms of the related intercreditor agreement (the "San Felipe Plaza
Intercreditor Agreement") provide that the San Felipe Plaza Companion Loan is
subordinate in certain respects to the San Felipe Plaza Loan. With respect to
the Bryan Tower Loan, the terms of the related intercreditor agreement (the
"Bryan Tower Intercreditor Agreement") provide that the Bryan Tower Companion
Loan is subordinate in certain respects to the Bryan Tower Loan. With respect
to the 2500 City West Loan, the terms of the related intercreditor agreement
(the "2500 City West Intercreditor Agreement") provide that the 2500 City West
Companion Loan is subordinate in certain respects to the 2500 City West Loan.
With respect to the Mezz Cap Loans, the terms of the related intercreditor
agreement (each a "Mezz Cap Intercreditor Agreement" and collectively, the
"Mezz Cap Intercreditor Agreements") provide that each Mezz Cap Companion Loan
is subordinate in certain respects to the related Mezz Cap Loan.
With respect to the Caplease Loans, the terms of the related intercreditor
agreements (each a "Caplease Intercreditor Agreement", collectively, the
"Caplease Intercreditor Agreements", and together with the Pari Passu
Intercreditor Agreements, the Metropolitan Square Intercreditor Agreement, the
San Felipe Plaza Intercreditor Agreement, the Bryan Tower Intercreditor
Agreement, the 2500 City West Intercreditor Agreement, the Sonoma Intercreditor
Agreement and the Mezz Cap Intercreditor Agreements, the "Intercreditor
Agreements") provide that each Caplease Companion Loan is subordinate in
certain respects to the related Caplease Loan.
The Future Funding Co-Lender Loans will each be advanced to the related
borrower by the related mortgage loan seller for approved leasing expenses or
capital expenditures, in each case upon the fulfillment of the conditions for
the advance that are contained in the related Mortgage Loan documents. The
conditions for a future advance for approved leasing expenses with respect to
either Future Funding Co-Lender Loan, include, among other conditions, that (A)
there be no existing default or event of default under the terms of the related
Mortgage Loan documents, (B) the proceeds do not exceed the lesser of either
(i) the amount allocated for such expenses or (ii) an amount calculated
pursuant to the formula in the relevant Mortgage Loan documents which is based
on the DSCR, and (C) the request must be for a minimum of $250,000 and cannot
occur more than quarterly. The conditions for a future advance for capital
expenditures with respect to either Future Funding Co-Lender Loan, include
among other conditions, (A) the maintenance of a DSCR of at least 1.30:1, (B)
that there be no existing default or event of default, and (C) that the request
must be for a minimum of $250,000 and cannot occur more than quarterly. The
total maximum amount that may be advanced in respect of the San Felipe Plaza
Companion Loan is $16,200,000. The total maximum amount that may be advanced in
respect of the 2500 City West Companion Loan is $15,500,000.
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The following table presents certain information with respect to the
Co-Lender Loans:
CUT-OFF DATE CUT-OFF DATE WHOLE
CUT-OFF DATE PRINCIPAL PRINCIPAL LOAN
PRINCIPAL BALANCE OF BALANCE OF WHOLE LOAN CUT-OFF
BALANCE OF SENIOR WHOLE UNDERWRITTEN DATE
MORTGAGE LOANS MORTGAGE LOAN COMPONENTS LOAN DSCR LTV
- ---------------------------------- --------------- -------------- -------------- --------------- ---------------
NGP Rubicon GSA Pool ............. $194,500,000 $389,000,000 $389,000,000 1.27x 79.9%
1000 & 1100 Wilson ............... $182,500,000 $365,000,000 $365,000,000 1.48x 73.9%
Metropolitan Square .............. $125,500,000 $125,500,000 $151,000,000 1.20x 90.1%
San Felipe Plaza ................. $101,500,000 $101,500,000 $101,500,000 1.51x(1) 80.1%(1)
2500 City West ................... $ 70,000,000 $ 70,000,000 $ 70,000,000 1.27x(2) 89.1%(2)
Bryan Tower ...................... $ 69,000,000 $ 69,000,000 $ 73,840,000 1.38x 80.0%
FBI Office Building .............. $ 18,800,000 $ 18,800,000 $ 20,921,382 1.01x 88.6%
Abbott Laboratories .............. $ 15,243,750 $ 15,243,750 $ 17,782,051 1.00x 87.1%
Lowes -- Windham, ME ............. $ 9,702,000 $ 9,702,000 $ 10,842,317 1.11x 86.1%
Sonoma Valley Inn ................ $ 9,240,000 $ 9,240,000 $ 9,900,000 1.31x 75.0%
Holiday Inn Express and Suites --
Tampa, FL ....................... $ 6,365,927 $ 6,365,927 $ 6,790,736 1.57x 76.7%
- ----------
(1) The debt service coverage and loan-to-value ratios assume that the San
Felipe Plaza Companion Loan, which will accrue interest at a floating
rate, has (if fully advanced) a balance of $16,200,000 at an interest
rate of 6.86% and has the same term as the San Felipe Plaza Loan.
(2) The debt service coverage and loan-to-value ratios assume that the 2500
City West Loan, which will accrue interest at a floating rate, has (if
fully advanced) a balance of $15,500,000 at an interest rate of 6.86% on
an interest-only basis and has the same term as the 2500 City West Loan.
Pari Passu Loans
Servicing Provisions of the Pari Passu Loan Intercreditor Agreements. With
respect to the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan, the
2005-C20 Master Servicer and the 2005-C20 Special Servicer will administer the
NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan and its related Pari
Passu Companion Loan pursuant to the 2005-C20 Pooling and Servicing Agreement
and the related Pari Passu Intercreditor Agreement for so long as such NGP
Rubicon GSA Pool Pari Passu Companion Loan and the 1000 & 1100 Wilson Pari
Passu Companion Loan is part of the 2005-C20 Trust Fund. The Controlling Class
Representative or an advisor on its behalf will generally share certain of the
rights that the 2005-C20 Controlling Class Representative has with respect to
directing the 2005-C20 Master Servicer and/or 2005-C20 Special Servicer with
respect to the servicing of the NGP Rubicon GSA Pool Whole Loan and the 1000 &
1100 Wilson Pari Passu Whole Loan. See "SERVICING OF THE MORTGAGE LOANS--The
Controlling Class Representative" in this prospectus supplement.
Application of Payments. Pursuant to each Pari Passu Loan Intercreditor
Agreement, all payments, proceeds and other recoveries on or in respect of a
Pari Passu Loan and/or the related Pari Passu Companion Loan (subject in each
case to the rights of the applicable master servicer, the applicable special
servicer and the applicable trustee to payments and reimbursements as set forth
in the applicable pooling and servicing agreement) will be applied to such Pari
Passu Loan and the related Pari Passu Companion Loan on a pro rata basis
according to their respective principal balances.
Purchase Option of Holder of the NGP Rubicon GSA Pool Pari Passu Companion
Loan. In accordance with the related Intercreditor Agreement, the holder of the
NGP Rubicon GSA Pool Pari Passu Companion Loan or its designee has an
assignable purchase option with respect to the NGP Rubicon GSA Pool Loan at any
time prior to foreclosure or acceptance of a deed in lieu of foreclosure of the
related Mortgaged Properties in the event that the NGP Rubicon GSA Pool Whole
Loan is being specially serviced and any monthly debt service payment thereon
is at least 60 days delinquent. In addition, the Majority Subordinate
Certificateholder will have an assignable purchase option with respect to the
NGP Rubicon GSA Pool Pari Passu Companion Loan at any time prior to foreclosure
or acceptance of a deed in lieu of foreclosure of the related Mortgaged
Properties in the event that the NGP
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Rubicon GSA Pool Whole Loan is being specially serviced and any monthly debt
service payment thereon is at least 60 days delinquent. If the holder of the
NGP Rubicon GSA Pool Loan has not exercised its purchase option right within 30
days of such option arising, then the Majority Subordinate Certificateholder
may exercise its option to purchase the NGP Rubicon GSA Pool Loan. The
applicable purchase option price will, in general, equal the aggregate of the
outstanding principal balance of the NGP Rubicon GSA Pool Loan or the NGP
Rubicon GSA Pool Pari Passu Companion Loan, as applicable, together with (a)
all accrued and unpaid interest thereon at the related mortgage interest rate
(but not any default interest in excess thereof), (b) any outstanding servicing
advances with respect thereto, (c) any interest on those servicing advances and
on any outstanding monthly debt service advances with respect to the NGP
Rubicon GSA Pool Loan or the NGP Rubicon GSA Pool Pari Passu Companion Loan, as
applicable, and (d) any amount in respect of special servicing compensation due
with respect to the NGP Rubicon GSA Pool Loan or the NGP Rubicon GSA Pool Pari
Passu Companion Loan, as applicable; provided that no liquidation fee to any
servicer or special servicer will be due and payable if the NGP Rubicon GSA
Pool Loan or the NGP Rubicon GSA Pool Pari Passu Companion Loan, as applicable,
is purchased within 60 days of the transfer of the NGP Rubicon GSA Pool Whole
Loan to special servicing.
Metropolitan Square Loan
Servicing Provisions of the Metropolitan Square Intercreditor
Agreement. Pursuant to the terms of the Metropolitan Square Intercreditor
Agreement, the Metropolitan Square Whole Loan will be serviced and administered
pursuant to the terms of the Pooling and Servicing Agreement by the Master
Servicer and Special Servicer, as applicable, on behalf of the holders of the
various notes (as a collective whole). The Metropolitan Square Intercreditor
Agreement provides that expenses, losses and shortfalls relating to the
Metropolitan Square Whole Loan will be allocated first, to the holder of the
Metropolitan Square Companion Loan and thereafter to the Metropolitan Square
Loan.
With respect to the Metropolitan Square Loan, the Master Servicer and
Special Servicer will service and administer the Metropolitan Square Loan and
the Metropolitan Square Companion Loan pursuant to the Pooling and Servicing
Agreement and the Metropolitan Square Intercreditor Agreement for so long as
the Metropolitan Square Loan is part of the Trust Fund. The holder of the
Metropolitan Square Companion Loan will be entitled to advise and direct the
Master Servicer and/or Special Servicer with respect to certain matters,
including, among other things, foreclosure or material modifications of the
Metropolitan Square Loan at such times as the Metropolitan Square Companion
Loan is not the subject of a Metropolitan Square Control Appraisal Period (as
defined below).
A "Metropolitan Square Control Appraisal Period" occurs at such times when
the principal balance of the Metropolitan Square Companion Loan minus any
Metropolitan Square Control Appraisal Amount is less than or equal to
twenty-five percent (25%) of the principal balance of the Metropolitan Square
Companion Loan. A "Metropolitan Square Control Appraisal Amount" is an amount
equal to the excess (if any) of (i)(A) the outstanding principal balance of the
Metropolitan Square Whole Loan, plus (B) to the extent not previously advanced
by the Master Servicer or the Trustee, all accrued and unpaid interest on the
Metropolitan Square Whole Loan at a per annum rate equal to its mortgage
interest rate (exclusive of any default interest), plus (C) all unreimbursed
Advances and unpaid interest thereon and any unpaid interest on any principal
and interest advances with respect to the Metropolitan Square Whole Loan, plus
(D) all currently due and unpaid real estate taxes and assessments, insurance
premiums and, if applicable, ground rents relating to the Mortgaged Property
(less any amounts held in escrow for such items) over (ii) an amount equal to
ninety percent (90%) of the value thereof as determined by the most recent
appraisal of the Mortgaged Property as required by the Metropolitan Square
Intercreditor Agreement (net of any liens senior to the lien of the
Metropolitan Square Loan).
No advice or direction of the holder of the Metropolitan Square Companion
Loan may require or cause the Master Servicer or the Special Servicer to
violate any provision of the Pooling and Servicing Agreement, including the
Master Servicer's and the Special Servicer's obligation to act in accordance
with the Servicing Standard. See "SERVICING OF THE MORTGAGE LOANS--The
Controlling Class Representative" in this prospectus supplement.
In the event of certain defaults under the Metropolitan Square Whole Loan,
the holder of the Metropolitan Square Companion Loan will be entitled to (i)
cure such default within five (5) business
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days of receipt of notice from the mortgagee with respect to monetary defaults
and within thirty (30) days of receipt of notice from the mortgagee with
respect to non monetary defaults and/or (ii) purchase the Metropolitan Square
Loan from the Trust Fund after the expiration of the cure period subject to the
conditions contained in the Metropolitan Square Intercreditor Agreement;
provided, however, the holder of the Metropolitan Square Companion Loan may
only cure such defaults five (5) times during the life of the Metropolitan
Square Loan and no such cure is permitted to last for more than three (3)
consecutive months. The purchase price will generally equal the unpaid
aggregate principal balance of the Metropolitan Square Loan together with all
unpaid interest thereon (other than default interest) at the related mortgage
interest rate and any unreimbursed servicing expenses, advances and interest on
advances for which the borrower under the Metropolitan Square Loan is
responsible; provided, however, that the purchase price shall not be reduced by
any outstanding P&I Advance, include any Prepayment Premium, late payment
charge, default interest or exit fees or include any Liquidation Fee or Workout
Fee payable to the Special Servicer pursuant to the Pooling and Servicing
Agreement but shall include, in the event the purchase price is being
calculated in connection with the purchase of REO Property, any and all costs
and expenses incurred by the Trust Fund during the time it owned the Mortgaged
Property, net of all cash receipts from the Mortgaged Property actually
received by the Trust Fund during such period, and any and all costs and
expenses incurred by the Trust Fund in connection with the transfer of the
Mortgaged Property to such purchasing holder, including, without limitation,
reasonable attorneys fees and expenses, and any transfer or gains or similar
taxes and fees paid in connection with such transfer. No prepayment
consideration will be payable in connection with such a purchase of the
Metropolitan Square Whole Loan.
Application of Payments. Provided no (a) monetary event of default under
the related Mortgage Loan documents or (b) non-monetary event of default under
the related Mortgage Loan documents with respect to which the Metropolitan
Square Whole Loan becomes a Specially Serviced Mortgage Loan (a "Metropolitan
Square Special Event of Default") has occurred and is continuing (subject to
the cure and purchase rights of holder of the Metropolitan Square Companion
Loan under the Metropolitan Square Intercreditor Agreement), after payment or
reimbursement of any advances, advance interest or other costs, fees or
expenses related to or allocable to the Metropolitan Square Whole Loan will be
paid in the following manner:
first, to the holder of the Metropolitan Square Loan in an amount equal to
the accrued and unpaid interest due thereon;
second, to the holder of the Metropolitan Square Loan in an amount equal
to its pro rata portion (based upon the outstanding principal balance of the
Metropolitan Square Loan and the Metropolitan Square Companion Loan) of the
principal balance of the Metropolitan Square Whole Loan which is due and
payable pursuant to the related Mortgage Loan documents;
third, to the holder of the Metropolitan Square Loan, in an amount equal
to any unreimbursed realized losses, if any, with respect to the Metropolitan
Square Loan;
fourth, to the holder of the Metropolitan Square Companion Loan in an
amount equal to any unreimbursed cure payments and advances made by it or in
connection with an additional funding which are reimbursed by the related
borrower;
fifth, to the holder of the Metropolitan Square Companion Loan in an
amount equal to the accrued and unpaid interest due thereon;
sixth, to the holder of the Metropolitan Square Companion Loan in an
amount equal to its pro rata portion (based upon the outstanding principal
balance of the Metropolitan Square Loan and the Metropolitan Square Companion
Loan) of the principal balance of the Metropolitan Square Whole Loan which is
due and payable pursuant to the related Mortgage Loan documents;
seventh, to the holder of the Metropolitan Square Companion Loan in an
amount equal to any unreimbursed realized losses, if any, with respect to the
Metropolitan Square Companion Loan;
eighth, to the holders of the Metropolitan Square Loan and the
Metropolitan Square Companion Loan, pro rata (based upon the outstanding
principal balance of the Metropolitan Square Loan and the
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Metropolitan Square Companion Loan, respectively), in an amount equal to any
prepayment premium, to the extent actually paid, allocable to the Metropolitan
Square Whole Loan;
ninth, to the holders of the Metropolitan Square Loan and the Metropolitan
Square Companion Loan, pro rata (based upon the outstanding principal balance
of the Metropolitan Square Loan and the Metropolitan Square Companion Loan,
respectively), in an amount equal to any extension fees, to the extent actually
paid, allocable to the Metropolitan Square Loan;
tenth, to the holder of the Metropolitan Square Loan in the amount equal
to any default interest; provided, however, that any default interest which
accrued during any and all periods for which the holder of the Metropolitan
Square Companion Loan made cure payments in accordance with the terms of the
Metropolitan Square Intercreditor Agreement shall be paid to the holder of the
Metropolitan Square Companion Loan;
eleventh, to the holder of the Metropolitan Square Companion Loan in an
amount equal to any default interest;
twelfth, to the holders of the Metropolitan Square Loan and the
Metropolitan Square Companion Loan, in that order, any accrued and unpaid
interest on realized losses allocated to the Metropolitan Square Loan and the
Metropolitan Square Companion Loan calculated at the applicable interest rate
from the date such realized loss was allocated to such interest through the
date such realized loss was reimbursed; and
thirteenth, any excess, pro rata, to the holders of the Metropolitan
Square Loan and the Metropolitan Square Companion Loan (based upon the
outstanding principal balance of the Metropolitan Square Loan and the
Metropolitan Square Companion Loan, respectively).
Following the occurrence and during the continuance of a Metropolitan
Square Special Event of Default (subject to the cure and purchase rights of
holder of the Metropolitan Square Companion Loan under the Metropolitan Square
Intercreditor Agreement), after payment or reimbursement of any advances,
advance interest or other costs, fees or expenses related to or allocable to
the Metropolitan Square Whole Loan will be paid in the following manner:
first, to the holder of the Metropolitan Square Loan, in an amount equal
to the accrued and unpaid interest due thereon;
second, to the holder of the Metropolitan Square Loan, in an amount equal
to the principal balance of the Metropolitan Square Loan until paid in full;
third, to the holder of the Metropolitan Square Loan, in an amount equal
to any unreimbursed realized losses, if any, with respect to the Metropolitan
Square Loan;
fourth, to the holder of the Metropolitan Square Companion Loan in an
amount equal to the accrued and unpaid interest due thereon;
fifth, to the holder of the Metropolitan Square Companion Loan, in an
amount equal to the principal balance of the Metropolitan Square Companion Loan
until paid in full;
sixth, to the holder of the Metropolitan Square Companion Loan in an
amount equal to any unreimbursed realized losses, if any, with respect to the
Metropolitan Square Companion Loan;
seventh, to the holder of the Metropolitan Square Loan, in an amount equal
to the portion of any prepayment premium, to the extent actually paid,
allocable to the holder of the Metropolitan Square Loan (based upon the ratio
between the initial principal balance of the Metropolitan Square Loan and the
initial principal balance of the Metropolitan Square Whole Loan);
eighth, to the holder of the Metropolitan Square Companion Loan, in an
amount equal to the portion of any prepayment premium, to the extent actually
paid, allocable to the Metropolitan Square Companion Loan (based upon the ratio
between the initial principal balance of the Metropolitan Square Companion Loan
and the initial principal balance of the Metropolitan Square Whole Loan);
ninth, to the holder of the Metropolitan Square Loan in an amount equal to
the full exit fee due under the related Mortgage Loan documents, to the extent
actually paid;
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tenth, to the holder of the Metropolitan Square Loan, in an amount equal
to the portion of any extension fees, to the extent actually paid, allocable to
the holder of the Metropolitan Square Loan (based upon the ratio between the
initial principal balance of the Metropolitan Square Loan and the initial
principal balance of the Metropolitan Square Whole Loan);
eleventh, to the holder of the Metropolitan Square Companion Loan, in an
amount equal to the portion of any extension fees, to the extent actually paid,
allocable to the Metropolitan Square Companion Loan (based upon the ratio
between the initial principal balance of the Metropolitan Square Companion Loan
and the initial principal balance of the Metropolitan Square Whole Loan);
twelfth, to the holder of the Metropolitan Square Loan in an amount equal
to any default interest;
thirteenth, to the holder of the Metropolitan Square Companion Loan in an
amount equal to any default interest;
fourteenth, to the holder of the Metropolitan Square Companion Loan in an
amount equal to any unreimbursed cure payments and advances made by it or in
connection with an additional funding which are reimbursed by the related
borrower;
fifteenth, any excess, pro rata, to the holders of the Metropolitan Square
Loan and the Metropolitan Square Companion Loan (based upon the initial
principal balance of the Metropolitan Square Loan and the initial principal
balance of the Metropolitan Square Companion Loan, respectively).
San Felipe Plaza Loan
Servicing Provisions of the San Felipe Plaza Intercreditor Agreement. With
respect to the San Felipe Plaza Loan, the Master Servicer and the Special
Servicer will service and administer this loan pursuant to the Pooling and
Servicing Agreement and the San Felipe Plaza Intercreditor Agreement for so
long as the San Felipe Plaza Loan is part of the Trust Fund. If the principal
amounts of the San Felipe Plaza Companion Loan, less any existing related
Appraisal Reduction Amount (determined based on the collateral value described
in the related Intercreditor Agreement), are not less than or equal to 25% of
their respective original principal amounts, less any payments of principal,
the holder of the San Felipe Plaza Companion Loan, or an advisor on its behalf,
will be entitled to advise and direct the Master Servicer and/or Special
Servicer with respect to certain matters, including among things, foreclosure
or material modifications of the related loan. However, no advice or direction
may require or cause the Master Servicer or the Special Servicer to violate any
provision of the Pooling and Servicing Agreement, including the Master
Servicer's and the Special Servicer's obligation to act in accordance with the
Servicing Standard. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class
Representative" in this prospectus supplement.
In the event of any monetary default with respect to the San Felipe Plaza
Loan, or to the extent of Master Servicer's knowledge thereof, a non-monetary
default with respect to the San Felipe Plaza Loan, the holder of the San Felipe
Plaza Companion Loan will be entitled to cure (i) a monetary default within
five (5) business days of receipt of notice thereof and (ii) a non-monetary
default within thirty (30) days of receipt of notice thereof.
In addition, the holder of the San Felipe Plaza Companion Loan has the
right, by written notice to the holder of the San Felipe Plaza Loan following
the occurrence of (i) any event of default with respect to an obligation of the
borrower to pay principal and interest payments or any other monetary
obligations due under the San Felipe Plaza Loan or (ii) any non-monetary event
of default as to which the mortgage loan becomes a Specially Serviced Mortgage
Loan, to purchase the San Felipe Plaza Loan from the Trust Fund subject to the
terms and conditions contained in the San Felipe Plaza Intercreditor Agreement.
The purchase price will include, among other things, an amount equal to the
unpaid principal balance of the San Felipe Plaza Loan, together with all unpaid
interest on the San Felipe Plaza Loan at the related interest rate (excluding
default interest and any prepayment premium) and any unreimbursed advances,
expenses and interest on advances related to the San Felipe Plaza Loan.
Application of Payments. Pursuant to the San Felipe Plaza Intercreditor
Agreement, to the extent described below, the right of the holder of the San
Felipe Plaza Companion Loan to receive payments
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with respect to the San Felipe Plaza Companion Loan is subordinate to the
payment rights of the Trust Fund to receive payments with respect to the San
Felipe Plaza Loan.
Prior to the occurrence and continuation of a monetary default or a
non-monetary event of default resulting in the San Felipe Plaza Loan becoming a
Specially Serviced Mortgage Loan, after payment or reimbursement of servicing
fees, expenses, costs and advances (and interest thereon), all payments and
proceeds (of whatever nature) received with respect to the San Felipe Plaza
Loan and the San Felipe Plaza Companion Loan (excluding certain reserves,
escrows, insurance proceeds and awards otherwise required to be applied under
the related Mortgage Loan documents or released to the borrower) will be paid
in the following manner:
first, to the holder of the San Felipe Plaza Loan in an amount equal to
any unreimbursed costs and advances due with respect to such loan;
second, to the holder of the San Felipe Plaza Loan in an amount equal to
all accrued and unpaid servicing fees earned with respect to such loan;
third, to the holder of the San Felipe Plaza Loan in an amount equal to
accrued and unpaid interest with respect to such loan;
fourth, to the holder of the San Felipe Plaza Loan in an amount equal to
its pro rata portion of any scheduled principal payments received with respect
to such loan and its pro rata portion of any prepayments with respect to such
loan;
fifth, to the holder of the San Felipe Plaza Companion Loan in an amount
equal to any unreimbursed costs paid and advances made with respect to such
loan;
sixth, to the holder of the San Felipe Plaza Companion Loan in an amount
equal to any interest accrued on any advances made in respect of delinquent
principal or interest allocable to the San Felipe Plaza Loan and any advances
made with respect to the San Felipe Plaza Companion Loan prior to the
securitization of the San Felipe Plaza Loan;
seventh, to the holder of the Companion Loan in an amount equal to accrued
and unpaid interest with respect to such loan;
eighth, to the holder of the San Felipe Plaza Companion Loan in an amount
equal to its pro rata portion of any scheduled principal payments received with
respect to such loan and its pro rata portion of any prepayments with respect
to such loan;
ninth, pro rata, to (i) to the holder of the San Felipe Plaza Loan, its
pro rata portion of any penalty charges and any interest accrued pursuant to
clause first above and any interest on advances paid with respect to the San
Felipe Plaza Companion Loan pursuant to clause sixth above and (ii) to the
holder of the San Felipe Plaza Companion Loan, its pro rata portion of any
penalty charges and any interest accrued (net of any interest on advances
payable to the holder of the San Felipe Plaza Loan, pursuant to clause first
above and any interest on any advances with respect to the San Felipe Plaza
Companion Loan paid pursuant to sixth clause above);
tenth, pro rata, to (i) to the holder of the San Felipe Plaza Loan, its
percentage interest of any exit fees and extension fees allocated to the San
Felipe Plaza Loan, to the extent actually paid and (ii) the holder of the San
Felipe Plaza Companion Loan, its percentage interest of any exit fees and
extension fees allocated to the San Felipe Plaza Mortgage Loan, to the extent
actually paid; and
eleventh, if any excess amount is paid by the respective borrowers, and
not otherwise applied in accordance with the foregoing clauses first through
tenth above, such remaining amount shall be paid to the holder of the San
Felipe Plaza Loan and the holder of the San Felipe Plaza Companion Loan, pro
rata based on their respective percentage interests.
Following the occurrence and during the continuation of a monetary default
or a non-monetary event of default resulting in the San Felipe Plaza Loan
becoming a Specially Serviced Mortgage Loan, after payment or reimbursement of
servicing fees, expenses, costs and advances (and interest thereon), all
payments and proceeds (of whatever nature) received with respect to the San
Felipe Plaza Loan and the
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San Felipe Plaza Companion Loan (excluding certain reserves, escrows, insurance
proceeds and awards otherwise required to be applied under the related Mortgage
Loan documents or released to the related borrower) will be paid in the
following manner:
first, to the holder of the San Felipe Plaza Loan in an amount equal to
any unreimbursed costs and advances due with respect to such loan;
second, to the holder of the San Felipe Plaza Loan in an amount equal to
all accrued and unpaid servicing fees earned with respect to such loan;
third, to the holder of the San Felipe Plaza Loan in an amount equal to
accrued and unpaid interest with respect to such loan;
fourth, to the holder of the San Felipe Plaza Loan in an amount equal to
its principal balances, until such principal amounts have been paid in full;
fifth, to the holder of the San Felipe Plaza Companion Loan in an amount
equal to any unreimbursed costs paid and advances made with respect to such
loan;
sixth, to the holder of the San Felipe Plaza Companion Loan in an amount
equal to any interest accrued on any advances made in respect of delinquent
principal or interest allocable to the San Felipe Plaza Loan and any advances
made with respect to the San Felipe Plaza Companion Loan prior to the
securitization of the San Felipe Plaza Loan;
seventh, to the holder of the San Felipe Plaza Companion Loan in an amount
equal to accrued and unpaid interest with respect to such loan;
eighth, to the holder of the San Felipe Plaza Companion Loan in an amount
equal to its principal balance, until such principal amount has been paid in
full;
ninth, pro rata, to (a) to the holder of the San Felipe Plaza Loan, its
pro rata portion of any penalty charges and any interest accrued pursuant to
clause first above and any interest on advances paid with respect to the San
Felipe Plaza Companion Loan pursuant to clause sixth above and (b) to the
holder of the San Felipe Plaza Companion Loan, its pro rata portion of any
penalty charges and any interest accrued (net of any interest on advances
payable to the holders of the San Felipe Plaza Loan pursuant to clause first
above and any interest on any advances with respect to the San Felipe Plaza
Companion Loan paid pursuant to clause sixth above);
tenth, pro rata, to (i) to the holder of the San Felipe Plaza Loan, its
percentage interest of any exit fees and extension fees allocated to the San
Felipe Plaza Loan, to the extent actually paid and (ii) the holders of the San
Felipe Plaza Companion Loan, its percentage interest of any exit fees and
extension fees allocated to the San Felipe Plaza Mortgage Loan, to the extent
actually paid; and
eleventh, if any excess amount is paid by the borrower, and not otherwise
applied in accordance with the foregoing clauses first through tenth above,
such remaining amount shall be paid to the holder of the San Felipe Plaza Loan
and the holders of the San Felipe Plaza Companion Loan, pro rata based on their
respective percentage interests.
Bryan Tower Loan
Servicing Provisions of the Bryan Tower Intercreditor Agreement. With
respect to the Bryan Tower Whole Loan, the Master Servicer and the Special
Servicer will service and administer the Bryan Tower Loan and the Bryan Tower
Companion Loan, in each case pursuant to the Pooling and Servicing Agreement
and the Bryan Tower Intercreditor Agreement for so long as the Bryan Tower Loan
is part of the Trust Fund. If the principal amount of the Bryan Tower Companion
Loan, less any existing Appraisal Reduction Amount, is at least equal to 25% of
the original principal amount of the Bryan Tower Companion Loan, the Master
Servicer and/or the Special Servicer shall consult with the holder of the Bryan
Tower Companion Loan with respect to certain matters, including, among other
things, foreclosure or material modifications of the Bryan Tower Whole Loan.
However, no consultation may require or cause the Master Servicer or the
Special Servicer to violate any provision of the Pooling and Servicing
Agreement, including the Master Servicer's and the Special Servicer's
obligation to act in accordance with
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the Servicing Standard. See "SERVICING OF THE MORTGAGE LOANS--The Controlling
Class Representative" in this prospectus supplement.
In the event of any default under the Bryan Tower Loan or the Bryan Tower
Companion Loan, the holder of the Bryan Tower Companion Loan will be entitled
to (i) cure such default within five (5) business days of receipt of notice
from the Master Servicer with respect to monetary defaults and within thirty
(30) days of receipt of notice from the Master Servicer with respect to
non-monetary defaults and/or (ii) purchase the Bryan Tower Loan from the Trust
Fund after the expiration of the cure period subject to the conditions
contained in the Bryan Tower Intercreditor Agreement; provided, however, the
holder of the Metropolitan Square Companion Loan may only cure such defaults
five (5) times during the life of the Metropolitan Square Loan and no such cure
is permitted to last for more than three (3) consecutive months. The purchase
price will generally equal the unpaid principal balance of the Bryan Tower
Loan, together with all unpaid interest on the Bryan Tower Loan (other than
default interest) at the interest rate and any unreimbursed servicing expenses,
Advances and interest on Advances for which the borrower under the Bryan Tower
Loan is responsible, and, if such purchase does not occur within ninety (90)
days of the Bryan Tower Loan becoming a Specially Serviced Mortgage Loan, a
liquidation fee. No prepayment consideration will be payable in connection with
such a purchase of the Bryan Tower Loan.
Application of Payments. Pursuant to the Bryan Tower Intercreditor
Agreement, to the extent described below, the right of the holder of the Bryan
Tower Companion Loan to receive payments with respect to the Bryan Tower
Companion Loan is subordinate to the payment rights of the Trust Fund to
receive payments with respect to the Bryan Tower Loan. Prior to the occurrence
of a monetary default with respect to the Bryan Tower Whole Loan or a
non-monetary default that results in the Bryan Tower Loan becoming a Specially
Serviced Mortgage Loan, after payment or reimbursement of any Advances, advance
interest or other costs, fees or expenses related to or allocable to the Bryan
Tower Loan or the Bryan Tower Companion Loan, all payments and proceeds (of
whatever nature) received with respect to the Bryan Tower Loan and the Bryan
Tower Companion Loan will be paid:
first, to the holder of the Bryan Tower Loan in an amount equal to the
accrued and unpaid interest due thereon;
second, to the holder of the Bryan Tower Loan in an amount equal to its
pro rata share (based upon the outstanding principal balance of the Bryan Tower
Companion Loan) of principal payments on the Bryan Tower Whole Loan;
third, to the holder of the Bryan Tower Companion Loan in an amount equal
to the accrued and unpaid interest thereon;
fourth, to the holder of the Bryan Tower Companion Loan, in an amount
equal to its pro rata share (based upon the outstanding principal balance of
the Bryan Tower Companion Loan) of principal payments on the Loan:
fifth, to the holder of the Bryan Tower Loan and the holder of the Bryan
Tower Companion Loan, pro rata, (based upon the outstanding principal balances
of the Bryan Tower Loan and the Bryan Tower Companion Loan, respectively), in
an amount equal to any prepayment premiums, to the extent actually paid,
allocable to the Bryan Tower Whole Loan;
sixth, to the holder of the Bryan Tower Loan and the holder of the Bryan
Tower Companion Loan, respectively, up to the amount of any such unreimbursed
costs and expenses;
seventh, to the holder of the Bryan Tower Loan and the holder of the Bryan
Tower Companion Loan, pro rata, based upon the default interest respectively
accrued under each of the Bryan Tower Loan and the Bryan Tower Companion Loan,
to the extent actually paid, allocable to the Bryan Tower Whole Loan; and
eighth, any excess, pro rata, to the holder of the Bryan Tower Loan and
the holder of the Bryan Tower Companion Loan based upon the outstanding
principal balances of the Bryan Tower Loan and the Bryan Tower Companion Loan,
respectively; provided that if the outstanding principal balances of the Bryan
Tower Loan and the Bryan Tower Companion Loan are each equal to zero, then
based upon the initial principal balances of the Bryan Tower Loan and the Bryan
Tower Companion Loan,.
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Following the occurrence and during the continuance of a monetary default
with respect to the Bryan Tower Whole Loan or a non-monetary event of default
that results in the Bryan Tower Loan becoming a Specially Serviced Mortgage
Loan, and subject to the right of the holder of the Bryan Tower Companion Loan
to purchase the Bryan Tower Loan from the Trust Fund, after payment or
reimbursement of any Advances (other than P&I Advances made by the holder of
the Bryan Tower Companion Loan), advance interest or other costs, fees or
expenses related to or allocable to the Bryan Tower Loan or the Bryan Tower
Companion Loan, all payments and proceeds (of whatever nature) on the Bryan
Tower Companion Loan will be subordinate to all payments due on the Bryan Tower
Loan and the amounts with respect to the Bryan Tower Loan and the Bryan Tower
Companion Loan will be paid:
first, to the holder of the Bryan Tower Loan in an amount equal to the
accrued and unpaid interest due thereon;
second, to the holder of the Bryan Tower Loan in an amount equal to the
principal thereon, until the principal balance of the Bryan Tower Loan is paid
in full;
third, to the holder of the Bryan Tower Companion Loan in an amount equal
to the accrued and unpaid interest due thereon;
fourth, to the holder of the Bryan Tower Companion Loan in an amount equal
to the principal thereon, until the principal balance of the Bryan Tower
Companion Loan is paid in full;
fifth, to the holder of the Bryan Tower Loan, in an amount equal to any
prepayment premium, to the extent actually paid, allocable to Bryan Tower Loan;
sixth, to the holder of the Bryan Tower Loan in an amount equal to any
unpaid interest at the default rate accrued on the Bryan Tower Loan;
seventh, to the holder of the Bryan Tower Companion Loan in an amount
equal to any prepayment premium, to the extent actually paid, allocable to
Bryan Tower Companion Loan;
eighth, to the holder of the Bryan Tower Companion Loan in an amount equal
to any unpaid interest at the default rate accrued on the Bryan Tower Companion
Loan;
ninth, to the holder of the Bryan Tower Loan and the holder of the Bryan
Tower Companion Loan, pro rata, based upon the amount of any unreimbursed costs
and expenses respectively owing to the holder of the Bryan Tower Loan and the
holder of the Bryan Tower Companion Loan, up to the amount of any such
unreimbursed costs and expenses; and;
tenth, any excess, pro rata, to the holder of the Bryan Tower Loan and the
holder of the Bryan Tower Companion Loan based upon the based upon the
outstanding principal balances of the Bryan Tower Loan and the Bryan Tower
Companion Loan, respectively; provided that if the Bryan Tower Companion Loan
is equal to zero, then based upon the initial principal balances of the Bryan
Tower Loan and the Bryan Tower Companion Loan.
2500 City West Loan
Servicing Provisions of the 2500 City West Intercreditor Agreement. With
respect to the 2500 City West Loan, the Master Servicer and the Special
Servicer will service and administer this loan pursuant to the Pooling and
Servicing Agreement and the 2500 City West Intercreditor Agreement for so long
as the 2500 City West Loan is part of the Trust Fund. If the principal amounts
of the 2500 City West Companion Loan, less any existing related Appraisal
Reduction Amount (determined based on the collateral value described in the
2500 City West Intercreditor Agreement), are not less than or equal to 25% of
their respective original principal amounts, less any payments of principal,
the holder of the 2500 City West Companion Loan, or an advisor on its behalf,
will be entitled to advise and direct the Master Servicer and/or Special
Servicer with respect to certain matters, including among things, foreclosure
or material modifications of the related loan. However, no advice or direction
may require or cause the Master Servicer or the Special Servicer to violate any
provision of the Pooling and Servicing Agreement, including the Master
Servicer's and the Special Servicer's obligation to act in accordance with the
Servicing Standard. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class
Representative" in this prospectus supplement.
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In the event of any monetary default with respect to the 2500 City West
Loan, or to the extent of Master Servicer's knowledge thereof, a non-monetary
default with respect to the 2500 City West Loan, the holder of the 2500 City
West Companion Loan will be entitled to cure (i) a monetary default within five
(5) business days of receipt of notice thereof and (ii) a non-monetary default
within thirty (30) days of receipt of notice thereof.
In addition, the holder of the 2500 City West Companion Loan has the
right, by written notice to the holder of the 2500 City West Loan following the
occurrence of (i) any event of default with respect to an obligation of the
borrower to pay principal and interest payments or any other monetary
obligations due under the 2500 City West Loan or (ii) any non-monetary event of
default as to which the the 2500 City West Loan becomes a Specially Serviced
Mortgage Loan, to purchase the 2500 City West Loan from the Trust Fund subject
to the terms and conditions contained in the 2500 City West Intercreditor
Agreement. The purchase price will include, among other things, an amount equal
to the unpaid principal balance of the 2500 City West Loan loan, together with
all unpaid interest on such mortgage loan at the related interest rate
(excluding default interest and any prepayment premium) and any unreimbursed
advances, expenses and interest on advances related to the 2500 City West Loan.
Application of Payments. Pursuant to the 2500 City West Intercreditor
Agreement, to the extent described below, the right of the holder of the 2500
City West Companion Loan to receive payments with respect to the 2500 City West
Companion Loan is subordinate to the payment rights of the Trust Fund to
receive payments with respect to the 2500 City West Loan.
Prior to the occurrence and continuation of a monetary default or a
non-monetary event of default resulting in the 2500 City West Loan becoming a
Specially Serviced Mortgage Loan, after payment or reimbursement of servicing
fees, expenses, costs and advances (and interest thereon), all payments and
proceeds (of whatever nature) received with respect to the 2500 City West Loan
and the 2500 City West Companion Loan (excluding certain reserves, escrows,
insurance proceeds and awards otherwise required to be applied under the
related Mortgage Loan documents or released to the borrower) will be paid in
the following manner:
first, to the holder of the 2500 City West Loan in an amount equal to any
unreimbursed costs and advances due with respect to such loan;
second, to the holder of the 2500 City West Loan in an amount equal to all
accrued and unpaid servicing fees earned with respect to such loan;
third, to the holder of the 2500 City West Loan in an amount equal to
accrued and unpaid interest with respect to such loan;
fourth, to the holder of the 2500 City West Loan in an amount equal to its
pro rata portion of any scheduled principal payments received with respect to
such loan and its pro rata portion of any prepayments with respect to such
loan;
fifth, to the holder of the 2500 City West Companion Loan in an amount
equal to any unreimbursed costs paid and advances made with respect to such
loan;
sixth, to the holder of the 2500 City West Companion Loan in an amount
equal to any interest accrued on any advances made in respect of delinquent
principal or interest allocable to the 2500 City West Loan and any advances
made with respect to the 2500 City West Companion Loan prior to the
securitization of the 2500 City West Loan;
seventh, to the holder of the Companion Loan in an amount equal to accrued
and unpaid interest with respect to such loan;
eighth, to the holder of the 2500 City West Companion Loan in an amount
equal to its pro rata portion of any scheduled principal payments received with
respect to such loan and its pro rata portion of any prepayments with respect
to such loan;
ninth, pro rata, to (a) to the holder of the 2500 City West Loan, its pro
rata portion of any penalty charges and any interest accrued pursuant to clause
first above and any interest on advances paid with respect to the 2500 City
West Companion Loan pursuant to clause sixth above and (b) to the holder of
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the 2500 City West Companion Loan, its pro rata portion of any penalty charges
and any interest accrued (net of any interest on advances payable to the holder
of the 2500 City West Loan, pursuant to clause first above and any interest on
any advances with respect to the 2500 City West Companion Loan paid pursuant to
sixth clause above);
tenth, pro rata, to (i) to the holder of the 2500 City West Loan, its
percentage interest of any exit fees and extension fees allocated to the 2500
City West Loan, to the extent actually paid and (ii) the holder of the 2500
City West Companion Loan, its percentage interest of any exit fees and
extension fees allocated to the 2500 City West Mortgage Loan, to the extent
actually paid; and
eleventh, if any excess amount is paid by the respective borrowers, and
not otherwise applied in accordance with the foregoing clauses first through
tenth above, such remaining amount shall be paid to the holder of the 2500 City
West Loan and the holder of the 2500 City West Companion Loan, pro rata based
on their respective percentage interests.
Following the occurrence and during the continuation of a monetary default
or a non-monetary event of default resulting in the 2500 City West Loan
becoming a Specially Serviced Mortgage Loan, after payment or reimbursement of
servicing fees, expenses, costs and advances (and interest thereon), all
payments and proceeds (of whatever nature) received with respect to the 2500
City West Loan and the 2500 City West Companion Loan (excluding certain
reserves, escrows, insurance proceeds and awards otherwise required to be
applied under the related Mortgage Loan documents or released to the related
borrower) will be paid in the following manner:
first, to the holder of the 2500 City West Loan in an amount equal to any
unreimbursed costs and advances due with respect to such loan;
second, to the holder of the 2500 City West Loan in an amount equal to all
accrued and unpaid servicing fees earned with respect to such loan;
third, to the holder of the 2500 City West Loan in an amount equal to
accrued and unpaid interest with respect to such loan;
fourth, to the holder of the 2500 City West Loan in an amount equal to its
principal balances, until such principal amounts have been paid in full;
fifth, to the holder of the 2500 City West Companion Loan in an amount
equal to any unreimbursed costs paid and advances made with respect to such
loan;
sixth, to the holder of the 2500 City West Companion Loan in an amount
equal to any interest accrued on any advances made in respect of delinquent
principal or interest allocable to the 2500 City West Loan and any advances
made with respect to the 2500 City West Companion Loan prior to the
securitization of the 2500 City West Loan;
seventh, to the holder of the 2500 City West Companion Loan in an amount
equal to accrued and unpaid interest with respect to such loan;
eighth, to the holder of the 2500 City West Companion Loan in an amount
equal to its principal balance, until such principal amount has been paid in
full;
ninth, pro rata, to (a) to the holder of the 2500 City West Loan, its pro
rata portion of any penalty charges and any interest accrued pursuant to clause
first above and any interest on advances paid with respect to the 2500 City
West Companion Loan pursuant to clause sixth above and (b) to the holder of the
2500 City West Companion Loan, its pro rata portion of any penalty charges and
any interest accrued (net of any interest on advances payable to the holders of
the 2500 City West Loan pursuant to clause first above and any interest on any
advances with respect to the 2500 City West Companion Loan paid pursuant to
clause sixth above);
tenth, pro rata, to (i) to the holder of the 2500 City West Loan, its
percentage interest of any exit fees and extension fees allocated to the 2500
City West Loan, to the extent actually paid and (ii) the holders of the 2500
City West Companion Loan, its percentage interest of any exit fees and
extension fees allocated to the 2500 City West Mortgage Loan, to the extent
actually paid; and
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eleventh, if any excess amount is paid by the borrower, and not otherwise
applied in accordance with the foregoing clauses first through tenth above,
such remaining amount shall be paid to the holder of the 2500 City West Loan
and the holders of the 2500 City West Companion Loan, pro rata based on their
respective percentage interests.
Mezz Cap Loans
Servicing Provisions of the Mezz Cap Intercreditor Agreements. With
respect to the Mezz Cap Loans, the Master Servicer and Special Servicer will
service and administer the Mezz Cap Loans and the Mezz Cap Companion Loans
pursuant to the Pooling and Servicing Agreement and the Intercreditor
Agreements for so long as such Mezz Cap Loan is part of the Trust Fund. The
Master Servicer and/or the Special Servicer may not enter into any amendment,
deferral, extension, modification, increase, renewal, replacement,
consolidation, supplement or waiver of such Mezz Cap Loan or the related
Mortgage Loan documents without obtaining the prior written consent of the
holder of the related Mezz Cap Companion Loan if such proposed amendment,
deferral, extension, modification, increase, renewal, replacement,
consolidation, supplement or waiver of any Mezz Cap Loan or the related
Mortgage Loan documents adversely affects the lien priority of the related
mortgage or constitutes material modification specified in the related Mezz Cap
Intercreditor Agreement, provided, however, that such consent right will expire
when the repurchase period described in the next paragraph expires. See
"SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this
prospectus supplement.
In the event that (i) any payment of principal or interest on a Mezz Cap
Loan or Mezz Cap Companion Loan becomes ninety (90) or more days delinquent,
(ii) the principal balance of a Mezz Cap Loan or Mezz Cap Companion Loan has
been accelerated, (iii) the principal balance of a Mezz Cap Loan or Mezz Cap
Companion Loan is not paid at maturity, (iv) the borrower declares bankruptcy
or (v) any other event where the cash flow payment under a Mezz Cap Companion
Loan has been interrupted and payments are made pursuant to the event of
default waterfall, the holder of a Mezz Cap Companion Loan will be entitled to
purchase the related Mezz Cap Loan from the Trust Fund for a period of thirty
(30) days after its receipt of a repurchase option notice, subject to certain
conditions set forth in the related Mezz Cap Intercreditor Agreement. The
purchase price will generally equal the unpaid principal balance of the Mezz
Cap Loan, together with all unpaid interest on the related Mezz Cap Loan (other
than default interest and late payment charges) at the related mortgage rate
and any outstanding servicing expenses, advances and interest on advances for
which the borrower under the related Mezz Cap Loan is responsible. Unless the
borrower or an affiliate is purchasing a Mezz Cap Loan, no prepayment
consideration will be payable in connection with the purchase of such Mezz Cap
Loan.
Application of Payments. Pursuant to the Mezz Cap Intercreditor Agreements
and prior to the occurrence of (i) the acceleration of a Mezz Cap Loan or Mezz
Cap Companion Loan, (ii) a monetary event of default or (iii) an event of
default triggered by the bankruptcy of the borrower, the related borrower is
required to make separate monthly payments of principal and interest to the
Master Servicer and the holder of the related Mezz Cap Companion Loan. Any
escrow and reserve payments required in respect of a Mezz Cap Loan or Mezz Cap
Companion Loan are required to be paid to the Master Servicer.
Following the occurrence and during the continuance of (i) the
acceleration of a Mezz Cap Loan or Mezz Cap Companion Loan, (ii) a monetary
event of default or (iii) an event of default triggered by the bankruptcy of
the borrower, and subject to certain rights of the holder of a Mezz Cap
Companion Loan to purchase the related Mezz Cap Loan from the Trust Fund, all
payments and proceeds (of whatever nature) on such Mezz Cap Companion Loan will
be subordinated to all payments due on related Mezz Cap Loan and the amounts
with respect to such Whole Loan will be paid (excluding certain reserves,
escrows, insurance proceeds and awards otherwise required to be applied under
the related Mortgage Loan documents or released to the related borrower) in the
following manner:
first, to the Master Servicer, Special Servicer or Trustee, up to the
amount of any unreimbursed costs and expenses paid by such entity, including
unreimbursed advances and interest thereon;
second, to the Master Servicer and the Special Servicer, in an amount
equal to the accrued and unpaid servicing fees and other servicing compensation
earned by such entity;
third, to the holder of the related Mezz Cap Loan, in an amount equal to
accrued and unpaid interest with respect to such Mezz Cap Loan at the
pre-default interest rate thereon;
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fourth, to the holder of the related Mezz Cap Loan, in an amount equal to
the principal balance of such Mezz Cap Loan until paid in full;
fifth, to the holder of the related Mezz Cap Loan, in an amount equal to
any prepayment premium, to the extent actually paid, allocable to such Mezz Cap
Loan;
sixth, to the holder of the related Mezz Cap Companion Loan, up to the
amount of any unreimbursed costs and expenses paid by the holder of such Mezz
Cap Companion Loan;
seventh, to the holder of the related Mezz Cap Companion Loan, in an
amount equal to accrued and unpaid interest with respect to such Mezz Cap
Companion Loan at the pre-default interest rate thereon;
eighth, to the holder of the related Mezz Cap Companion Loan, in an amount
equal to the principal balance of such Mezz Cap Companion Loan until paid in
full;
ninth, to the holder of the related Mezz Cap Companion Loan, in an amount
equal to any prepayment premium, to the extent actually paid, allocable to such
Mezz Cap Companion Loan;
tenth, to the holder of the related Mezz Cap Loan and the holder of the
related Mezz Cap Companion Loan, in an amount equal to any unpaid default
interest accrued on such Mezz Cap Loan and such Mezz Cap Companion Loan,
respectively;
eleventh, any amounts collected or recovered on the related Mezz Cap Whole
Loan that represent late payment charges, other than a prepayment premium or
default interest, that are not payable to any servicer in respect of the
related Mezz Cap Loan or related Mezz Cap Companion Loan are payable to the
holder of such Mezz Cap Loan and such Mezz Cap Companion Loan on a pro rata
basis determined by the initial balance of each such loan; and
twelfth, any excess amounts, to the holder of the related Mezz Cap Loan
and the holder of the related Mezz Cap Companion Loan, on a pro rata basis,
determined by the initial principal balances of each such loan.
Notwithstanding the foregoing waterfall, if within ninety (90) days of the
occurrence of a monetary event of default, (i) the borrower has paid to the
applicable servicer an amount (or amounts are otherwise available) sufficient
to cure such monetary default (without taking into consideration default
interest in excess of the applicable loan rate or any related charges), (ii) no
other material event of default (of the kind described in the first paragraph
of this "--Application of Payments" section) exists, (iii) the applicable
servicer determines that a workout which maintains the scheduled payments and
the waiver or deferral of the unpaid default interest and late charges is the
course of action to pursue with regard to the event of default, then the Master
Servicer and/or the Special Servicer, as applicable, may apply the amount paid
by borrower (or otherwise available) net of amounts payable to the Master
Servicer and/or the Special Servicer, as applicable, or Trustee, first to the
holder of the related Mezz Cap Loan in an amount equal to the accrued and
unpaid interest on the related Mezz Cap Loan and then an amount equal to any
current and delinquent scheduled principal payments on the related Mezz Cap
Loan and second to the holder of the related Mezz Cap Companion Loan in an
amount equal to the accrued and unpaid interest on the related Mezz Cap
Companion Loan and then an amount equal to any current and delinquent scheduled
principal payments on the related Mezz Cap Companion Loan.
Application of Amounts Paid to Trust Fund. On or before each distribution
date, amounts payable to the Trust Fund as holder of any Co-Lender Loan
pursuant to the related Intercreditor Agreement will be included in the
Available Distribution Amount for such Distribution Date to the extent
described in this prospectus supplement.
Caplease Loans
Servicing Provisions of the Caplease Intercreditor Agreements. With
respect to the Caplease Loans, the Master Servicer and Special Servicer will
service and administer each Caplease Loan and the related Caplease Companion
Loan pursuant to the Pooling and Servicing Agreement and the related
Intercreditor Agreements for so long as such Caplease Loan is part of the Trust
Fund. Each Caplease Loan and the related Caplease Companion Loan are
cross-defaulted. However, upon an event of default which does not
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constitute a payment default but is limited to a default in the performance by
the related borrower of its obligations under its lease, or the failure to
reimburse a servicing advance made to fulfill such obligations, the Master
Servicer will generally be required to make servicing advances to cure any such
borrower default and prevent a default under the lease, subject to customary
standards of recoverability, and will be prohibited from foreclosing on the
Mortgaged Property so long as any such advance, together with interest thereon,
would be recoverable. Further, the Special Servicer will not be permitted to
amend a Caplease Loan or the related Caplease Companion Loan in a manner
materially adverse to the holder of the related Caplease Companion Loan without
the consent of the holder of the related Caplease Companion Loan. If the
principal amount of any Caplease Companion Loan, less any existing Appraisal
Reduction Amount, is not less than 25% of the original principal balance of
such Caplease Companion Loan less any principal payments allocated to and
received on such Caplease Companion Loan, the holder of such Caplease Companion
Loan will be entitled to advise and direct the Master Servicer and/or Special
Servicer with respect to certain matters, provided that, at all times, the
holder of such Caplease Companion Loan will have the sole and exclusive right
to file and/or pursue a Defaulted Lease Claim against the credit tenant as
described in the related Caplease Intercreditor Agreement. The holder of such
Caplease Companion Loan will be entitled to advise the Special Servicer with
respect to certain matters related to the related Caplease Loan and the related
Caplease Companion Loan. See "SERVICING OF THE MORTGAGE LOANS--The Controlling
Class Representative" in this prospectus supplement.
In the event that (a) any payment of principal or interest on any Caplease
Loan becomes 90 days or more delinquent, (b) the acceleration of any Caplease
Loan and the related Caplease Companion Loan, (c) the principal balance of the
Caplease Loan is not paid at maturity, or (d) the borrower files a petition for
bankruptcy, the holder of the related Caplease Companion Loan will be entitled
to purchase the related Caplease Loan from the Trust Fund for a purchase price
equal to the sum of (i) the principal balance of such Caplease Loan, together
with accrued and unpaid interest thereon through the date of purchase, (ii)
unreimbursed Advances together with accrued and unpaid interest thereon and
(iii) certain other amounts payable under the related Mortgage Loan documents.
Applications of Payments. Pursuant to the each Caplease Intercreditor
Agreement, to the extent described below, the right of the holder of the
related Caplease Companion Loan to receive payments with respect to such
Caplease Companion Loan (other than payments in respect of Defaulted Lease
Claims) is subordinated to the payment rights of the Trust Fund to receive
payments with respect to the related Caplease Loan. All payments and proceeds
of a Caplease Loan and the related Caplease Companion Loan (including, among
other things, regular payments, insurance proceeds and liquidation proceeds),
other than in respect of Defaulted Lease Claims, whether before or after the
occurrence of an event of default with respect to the related Caplease Loan,
will be applied first, in the event of liquidation of the real property, a
determination that applicable servicing advances are nonrecoverable, or a lease
acceleration or termination, to reimbursement of servicing advances together
with interest thereon. All remaining amounts (or all amounts if no such
liquidation, nonrecoverability determination or lease acceleration or
termination has occurred), will be paid in the following manner:
first, to the holder of the related Caplease Loan, in an amount equal to
interest due with respect to the related Caplease Loan at the pre-default
interest rate thereon;
second, to the holder of the related Caplease Loan, in an amount equal to
the portion of any scheduled payments of principal allocable to the related
Caplease Loan (including, following acceleration, the full principal balance
thereof);
third, to fund any applicable reserves under the terms of the related
Mortgage Loan documents for the related Caplease Whole Loan;
fourth, to the holder of the related Caplease Companion Loan, in an amount
equal to amounts then due with respect to such Caplease Companion Loan
(including reimbursement of any advances made by or on behalf of the holder of
the related Caplease Companion Loan, interest due with respect to such Caplease
Companion Loan at the pre-default interest rate thereon and any scheduled
payments of principal allocable to the related Caplease Companion Loan);
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fifth, to reimburse the Master Servicer, Special Servicer or the holder of
the related Caplease Companion Loan for any outstanding advances made by either
such party on the related Caplease Loan or the related Caplease Companion Loan,
to the extent then deemed to be nonrecoverable and not previously reimbursed;
sixth, sequentially to the related Caplease Loan and then the related
Caplease Companion Loan, in each case until paid in full, any unscheduled
payments of principal with respect thereto;
seventh, to any prepayment premiums or yield maintenance charges
(allocated pro rata based on the principal then prepaid); and
eighth, to any default interest, first to the default interest accrued on
the related Caplease Loan and then default interest accrued on the related
Caplease Companion Loan.
Proceeds of Defaulted Lease Claims will be applied first to payment of
amounts due under the related Caplease Companion Loan, and thereafter will be
payable to the holder of the related Caplease Loan.
MEZZANINE LOANS
With respect to the Mortgage Loans with existing mezzanine debt, the
holder of each mezzanine loan generally has the right to purchase the related
Mortgage Loan from the Trust Fund if certain defaults on the related Mortgage
Loan occur or upon the transfer of the related Mortgage Loan to special
servicing as a result of an event of default under the related Mortgage Loan
and, in some cases, may have the right to cure certain defaults occurring on
the related Mortgage Loan. The purchase price required to be paid in connection
with such a purchase is generally equal to the outstanding principal balance of
the related Mortgage Loan, together with accrued and unpaid interest on, and
all unpaid servicing expenses, advances and interest on advances relating to,
such Mortgage Loan. The lenders for this mezzanine debt are generally not
affiliates of the related Mortgage Loan borrower. Upon a default under the
mezzanine debt, the holder of the mezzanine debt may, under certain
circumstances, foreclose upon the ownership interests in the related borrower.
ADDITIONAL MORTGAGE LOAN INFORMATION
The Mortgage Pool. For a detailed presentation of certain of the
characteristics of the Mortgage Loans and the Mortgaged Properties, on an
individual basis, see Annexes A-1, A-2, A-3, A-4, A-5, A-6 and A-7 to this
prospectus supplement. For purposes of numerical and statistical information
set forth in this prospectus supplement and Annexes A-1, A-2, A-3, A-4, A-5,
A-6 and A-7, unless otherwise specified, such numerical and statistical
information excludes any Subordinate Companion Loans. For purposes of the
calculation of DSC Ratios, LTV Ratios and Loan per Sq. Ft. Unit, Pad or Room
with respect to the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan,
such ratios are calculated based upon the aggregate debt service on or
aggregate indebtedness, as applicable, of such Pari Passu Loan and the related
Pari Passu Companion Loan. Certain of the Mortgage Loans may have previously
computed interest on a floating rate basis, but have been converted to a fixed
rate prior to the Closing Date. With respect to these Mortgage Loans, all
calculations in this prospectus supplement will be computed on the basis of the
date any such Mortgage Loan was converted to a fixed rate, rather than the date
of origination. Certain additional information regarding the Mortgage Loans is
contained under "--Assignment of the Mortgage Loans; Repurchases and
Substitutions" and "--Representations and Warranties; Repurchases and
Substitutions" in this prospectus supplement, and under "DESCRIPTION OF THE
TRUST FUNDS" and "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES" in the
accompanying prospectus.
In the schedule and tables set forth in Annexes A-1, A-3, A-4, A-5, A-6
and A-7 to this prospectus supplement, cross-collateralized Mortgage Loans are
not grouped together; instead, references are made under the heading
"Cross-Collateralized and Cross-Defaulted Loan Flag" with respect to the other
Mortgage Loans with which they are cross-collateralized.
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Each of the following tables sets forth certain characteristics of the
Mortgage Pool presented, where applicable, as of the Cut-Off Date. For purposes
of the tables and Annexes A-1, A-2, A-3, A-4, A-5, A-6 and A-7:
(i) References to "DSC Ratio" and "DSCR" are references to debt service
coverage ratios. Debt service coverage ratios are used by income property
lenders to measure the ratio of (a) cash currently generated by a property
that is available for debt service (that is, cash that remains after
average cost of non-capital expenses of operation, tenant improvements,
leasing commissions, replacement reserves and furniture, fixture and
equipment reserves during the term of the Mortgage Loan) to (b) required
debt service payments. However, debt service coverage ratios only measure
the current, or recent, ability of a property to service mortgage debt.
The DSC Ratio for any Mortgage Loan is the ratio of Net Cash Flow produced
by the related Mortgaged Property to the annualized amount of debt service
that will be payable under that Mortgage Loan commencing after the
origination date; provided, however, for purposes of calculating the DSC
Ratios and DSCR provided herein (i) with respect to 91 Mortgage Loans,
representing 48.3% of the Cut-Off Date Pool Balance (73 Mortgage Loans in
Loan Group 1 or 47.9% of the Cut-Off Date Group 1 Balance and 18 Mortgage
Loans in Loan Group 2 or 51.6% of the Cut-Off Date Group 2 Balance), where
Periodic Payments are interest-only for a certain amount of time after
origination after which date the Mortgage Loan amortizes principal for the
remaining term of the loan the debt service used is the annualized amount
of debt service that will be payable under the Mortgage Loan commencing
after the amortization period begins: and (ii) with respect to 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) such ratio was calculated
taking into account various assumptions regarding the financial
performance of the related Mortgaged Property on a "stabilized" basis that
are consistent with the respective criteria set forth in the related
Mortgage Loan documents required to obtain a release of certain escrows;
provided, further, that, for purposes of calculating the DSCR's provided
herein for each Pari Passu Loan the debt service on the related Pari Passu
Companion Loan will be taken into account. The "Net Cash Flow" for a
Mortgaged Property is the "net cash flow" of such Mortgaged Property as
set forth in, or determined by the applicable Mortgage Loan Seller on the
basis of, Mortgaged Property operating statements, generally unaudited,
and certified rent rolls (as applicable) supplied by the related borrower
in the case of multifamily, mixed use, retail, mobile home park,
industrial, residential health care, self-storage and office properties
(each a "Rental Property"). In general, the Mortgage Loan Sellers relied
on either full-year operating statements, rolling 12-month operating
statements and/or applicable year-to-date financial statements, if
available, and on rent rolls for all Rental Properties that were current
as of a date not earlier than six (6) months prior to the respective date
of origination in determining Net Cash Flow for the Mortgaged Properties.
In general, "net cash flow" is the revenue derived from the use and
operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.
In determining the "revenue" component of Net Cash Flow for each Rental
Property, the applicable Mortgage Loan Seller generally relied on the most
recent rent roll and/or other known, signed tenant leases, executed extension
options, or other indications of anticipated income (generally supported by
market conditions, cash reserves or letters of credit) supplied and, where the
actual vacancy shown thereon and the market vacancy was less than 5.0%, assumed
a 5.0% vacancy in determining revenue from rents, except that in the case of
certain non-multifamily properties, space occupied by such anchor or single
tenants or other large creditworthy tenants may have been disregarded (or a
rate of less than 5.0% has been assumed) in performing the vacancy adjustment
due to the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting
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standards. Where the actual or market vacancy was not less than 5.0%, the
applicable Mortgage Loan Sellers determined revenue from rents by generally
relying on the most recent rent roll and/or other known, signed leases,
executed lease extension options, or other indications of anticipated income
(generally supported by market conditions, cash reserves or letters of credit)
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, (b) historical vacancy at comparable properties in the same
market as the related Mortgaged Property, and (c) 5.0%. In determining rental
revenue for multifamily, self storage and mobile home park properties, the
Mortgage Loan Sellers generally either reviewed rental revenue shown on the
certified rolling 12-month operating statements, the rolling 3-month operating
statements for multifamily properties or annualized the rental revenue and
reimbursement of expenses shown on rent rolls or operating statements with
respect to the prior one-to-twelve month periods. For the other Rental
Properties, the Mortgage Loan Sellers generally annualized rental revenue shown
on the most recent certified rent roll (as applicable), after applying the
vacancy factor, without further regard to the terms (including expiration
dates) of the leases shown thereon. In the case of hospitality properties,
gross receipts were generally determined based upon the average occupancy not
to exceed 75.0% and daily rates achieved during the prior two-to-three year
annual reporting period. In the case of residential health care facilities,
receipts were based on historical occupancy levels, historical operating
revenues and then-current occupancy rates. Occupancy rates for the private
health care facilities were generally within then-current market ranges, and
vacancy levels were generally a minimum of 5.0%. In general, any non-recurring
items and non-property related revenue were eliminated from the calculation
except in the case of residential health care facilities.
In determining the "expense" component of Net Cash Flow for each Mortgaged
Property, the Mortgage Loan Sellers generally relied on rolling 12-month
operating statements and/or full-year or year-to-date financial statements
supplied by the related borrower, except that (a) if tax or insurance expense
information more current than that reflected in the financial statements was
available, the newer information was used, (b) property management fees were
generally assumed to be 1.0% to 7.0% of effective gross revenue (except with
respect to full service hospitality properties, where a minimum of 3.0% of
gross receipts was assumed, with respect to limited service hospitality
properties, where a minimum of 4.0% of gross receipts was assumed, and with
respect to single tenant properties, where fees as low as 1.0% of effective
gross receipts were assumed), (c) assumptions were made with respect to
reserves for leasing commissions, tenant improvement expenses and capital
expenditures and (d) expenses were assumed to include annual replacement
reserves. See "--Underwriting Standards--Escrow Requirements--Replacement
Reserves" in this prospectus supplement. In addition, in some instances, the
Mortgage Loan Sellers recharacterized as capital expenditures those items
reported by borrowers as operating expenses (thus increasing "net cash flow")
where the Mortgage Loan Sellers determined appropriate.
The borrowers' financial information used to determine Net Cash Flow was
in most cases borrower certified, but unaudited, and neither the Mortgage Loan
Sellers nor the Depositor verified their accuracy.
(i) References to "Cut-Off Date LTV" and "Cut-Off Date LTV Ratio" are
references to the ratio, expressed as a percentage, of the Cut-Off Date
Balance of a Mortgage Loan to the appraised value of the related Mortgaged
Property as shown on the most recent third-party appraisal thereof
available to the Mortgage Loan Sellers; provided, however, with respect to
certain Mortgage Loans, "as stabilized" appraised values (as defined in
the related appraisal) were used as opposed to "as is" appraised values.
(ii) References to "Maturity Date LTV Ratio" and "LTV at ARD or
Maturity" are references to the ratio, expressed as a percentage, of the
expected balance of a Balloon Loan on its scheduled maturity date (or ARD
Loan on its Anticipated Repayment Date) (prior to the payment of any
Balloon Payment or principal prepayments) to the appraised value of the
related Mortgaged Property as shown on the most recent third-party
appraisal thereof available to the Mortgage Loan Sellers; provided,
however, with respect to certain Mortgage Loans, "as stabilized" appraised
values (as defined in the related appraisal) were used as opposed to "as
is" appraised values.
(iii) References to "Loan per Sq. Ft., Unit, Pad or Room" are, for each
Mortgage Loan secured by a lien on a multifamily property (including a
mobile home park property), hospitality property or
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assisted living facility or other healthcare property, respectively,
references to the Cut-Off Date Balance of such Mortgage Loan divided by the
number of dwelling units, pads, guest rooms, respectively, that the related
Mortgaged Property comprises, and, for each Mortgage Loan secured by a lien
on a retail, industrial/warehouse, self-storage or office property,
references to the Cut-Off Date Balance of such Mortgage Loan divided by the
net rentable square foot area of the related Mortgaged Property.
(iv) References to "Year Built" are references to the year that a
Mortgaged Property was originally constructed or substantially renovated.
With respect to any Mortgaged Property which was constructed in phases,
the "Year Built" refers to the year that the first phase was originally
constructed.
(v) References to "weighted averages" or "WA" are references to averages
weighted on the basis of the Cut-Off Date Balances of the related Mortgage
Loans.
(vi) References to "Underwritten Replacement Reserves" represent
estimated annual capital costs, as used by the Mortgage Loan Sellers in
determining Net Cash Flow.
(vii) References to "Administrative Cost Rate" for each Mortgage Loan
represent the sum of (a) the Master Servicing Fee Rate for such Mortgage
Loan, and (b) 0.0073%, which percentage represents the trustee fee rate
with respect to each Mortgage Loan. The Administrative Cost Rate for each
Mortgage Loan is set forth on Annex A-1 hereto.
(viii) References to "Remaining Term to Maturity" represent, with
respect to each Mortgage Loan, the number of months remaining from the
Cut-Off Date to the stated maturity date of such Mortgage Loan (or the
remaining number of months to the Anticipated Repayment Date with
respect to each ARD Loan).
(ix) References to "Remaining Amortization Term" represent, with respect
to each Mortgage Loan, the number of months remaining from the later of
the Cut-Off Date and the end of any interest-only period, if any, to the
month in which such Mortgage Loan would fully or substantially amortize in
accordance with such loan's amortization schedule without regard to any
Balloon Payment, if any, due on such Mortgage Loan.
(x) References to "L ( )" or "Lockout" or "Lockout Period" represent,
with respect to each Mortgage Loan, the period during which prepayments of
principal are prohibited and no substitution of Defeasance Collateral is
permitted. The number indicated in the parentheses indicates the number of
monthly payments of such period (calculated for each Mortgage Loan from
the date of its origination). References to "O ( )" represent the number
of monthly payments for which (a) no Prepayment Premium or Yield
Maintenance Charge is assessed and (b) defeasance is no longer required.
References to "YM ( )" represent the period for which the Yield
Maintenance Charge is assessed. "3% ( )", "2% ( )" and "1% ( )" each
represents the period for which a Prepayment Premium is assessed and the
respective percentage used in the calculation thereof. The periods, if
any, between consecutive Due Dates occurring prior to the maturity date or
Anticipated Repayment Date, as applicable, of a Mortgage Loan during which
the related borrower will have the right to prepay such Mortgage Loan
without being required to pay a Prepayment Premium or a Yield Maintenance
Charge (each such period, an "Open Period") with respect to all of the
Mortgage Loans have been calculated as those Open Periods occurring
immediately prior to the maturity date or Anticipated Repayment Date, as
applicable, of such Mortgage Loan as set forth in the related Mortgage
Loan documents.
(xi) References to "D ( )" or "Defeasance" represent, with respect to
each Mortgage Loan, the period (in months) during which the related holder
of the Mortgage has the right to require the related borrower, in lieu of
a principal prepayment, to pledge to such holder Defeasance Collateral.
(xii) References to "Occupancy Percentage" are, with respect to any
Mortgaged Property, references as of the most recently available rent
rolls to (a) in the case of multifamily properties, mobile home park
properties and assisted living facilities, the percentage of units or
pads rented, (b) in the case of office and retail properties, the
percentage of the net rentable square footage rented
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and is exclusive of hospitality properties, and (c) in the case of
self-storage facilities, either the percentage of the net rentable square
footage rented or the percentage of units rented (depending on borrower
reporting), and is exclusive of hospitality properties. For commercial
properties, Occupancy Percentages may include tenants who have signed
leases but who are not currently occupying their space.
(xiii) References to "Original Term to Maturity" are references to the
term from origination to maturity for each Mortgage Loan (or the term
from origination to the Anticipated Repayment Date with respect to each
ARD Loan).
(xiv) References to "NA" indicate that, with respect to a particular
category of data, such data is not applicable.
(xv) References to "NAV" indicate that, with respect to a particular
category of data, such data is not available.
(xvi) References to "Capital Imp. Reserve" are references to funded
reserves escrowed for repairs, replacements and corrections of issues
outlined in the engineering reports.
(xvii) References to "Replacement Reserve" are references to funded
reserves escrowed for ongoing items such as repairs and replacements,
including, in the case of hospitality properties, reserves for
furniture, fixtures and equipment. In certain cases, however, the
subject reserve will be subject to a maximum amount, and once such
maximum amount is reached, such reserve will not thereafter be funded,
except, in some such cases, to the extent it is drawn upon.
(xviii) References to "TI/LC Reserve" are references to funded reserves
escrowed for tenant improvement allowances and leasing commissions. In
certain cases, however, the subject reserve will be subject to a
maximum amount, and once such maximum amount is reached, such reserve
will not thereafter be funded, except, in some such cases, to the
extent it is drawn upon.
(xix) The sum in any column of any of the following tables may not equal
the indicated total due to rounding.
S-134
MORTGAGED PROPERTIES BY PROPERTY TYPE FOR ALL MORTGAGE LOANS(1)
% OF
CUT-OFF AVERAGE HIGHEST
NUMBER OF AGGREGATE DATE CUT-OFF CUT-OFF
MORTGAGED CUT-OFF POOL DATE DATE
PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE BALANCE BALANCE
- ----------------------------- ------------ ----------------- --------- -------------- ---------------
Office ...................... 52 $1,482,013,794 45.2% $28,500,265 $200,000,000
Multifamily ................. 78 562,387,034 17.2 $ 7,210,090 $ 34,000,000
Retail ...................... 73 515,336,614 15.7 $ 7,059,406 $ 62,000,000
Retail -- Anchored ......... 45 402,649,278 12.3 $ 8,947,762 $ 62,000,000
Retail -- Unanchored ....... 22 74,665,919 2.3 $ 3,393,905 $ 9,000,000
Retail -- Shadow
Anchored(4) ............... 6 38,021,418 1.2 $ 6,336,903 $ 13,535,000
Self Storage ................ 80 272,943,784 8.3 $ 3,411,797 $ 12,800,000
Hospitality ................. 16 225,431,680 6.9 $14,089,480 $ 61,000,000
Mobile Home Park ............ 17 104,977,249 3.2 $ 6,175,132 $ 11,440,000
Industrial .................. 7 85,956,000 2.6 $12,279,429 $ 41,006,000
Mixed Use ................... 5 25,072,067 0.8 $ 5,014,413 $ 7,725,000
Land(5) ..................... 1 1,498,260 0.0 $ 1,498,260 $ 1,498,260
- ----------------------------- -- -------------- -----
329 $3,275,616,483 100.0% $ 9,956,281 $200,000,000
=== ============== =====
WTD. AVG. WTD.
WTD. AVG. STATED AVG.
CUT-OFF WTD. AVG. REMAINING CUT-OFF MINIMUM MAXIMUM WTD.
DATE LTV TERM TO DATE CUT-OFF CUT-OFF WTD. AVG. AVG.
LTV RATIO AT MATURITY DSC DATE DSC DATE DSC OCCUPANCY MORTGAGE
PROPERTY TYPE RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE(3) RATE
- ----------------------------- ----------- ------------- ----------- --------- ---------- ---------- ----------- -----------
Office ...................... 74.0% 69.5% 98 1.45x 1.20x 4.28x 93.9% 5.225%
Multifamily ................. 74.0% 66.1% 105 1.39x 1.16x 2.65x 91.8% 5.186%
Retail ...................... 72.1% 63.3% 122 1.45x 1.20x 2.50x 94.0% 5.216%
Retail -- Anchored ......... 72.4% 63.3% 123 1.44x 1.21x 2.50x 92.9% 5.189%
Retail -- Unanchored ....... 70.5% 62.4% 120 1.49x 1.20x 2.17x 97.4% 5.303%
Retail -- Shadow
Anchored(4) ............... 71.8% 64.9% 118 1.49x 1.20x 1.79x 98.3% 5.335%
Self Storage ................ 56.7% 53.5% 99 2.39x 1.20x 3.76x 82.9% 4.991%
Hospitality ................. 65.4% 52.2% 112 1.62x 1.35x 2.18x NA 5.379%
Mobile Home Park ............ 77.5% 66.2% 118 1.32x 1.08x 2.54x 93.2% 5.432%
Industrial .................. 78.7% 72.1% 118 1.31x 1.27x 1.35x 100.0% 5.361%
Mixed Use ................... 73.2% 67.0% 120 1.34x 1.28x 1.44x 89.7% 5.168%
Land(5) ..................... 74.9% 62.0% 119 1.20x 1.20x 1.20x 100.0% 5.190%
- ------------------------------
71.9% 65.4% 105 1.52X 1.08X 4.28X 92.7% 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) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(3) Occupancy Rates were calculated based upon rent rolls made available to
the applicable Mortgage Loan Seller by the related borrowers as of the
rent roll date set forth on Annex A-1 to this prospectus supplement but
excludes 14 Mortgage Loans secured by hospitality properties,
representing 6.9% of the Cut-Off Date Pool Balance.
(4) A mortgaged property is classified as shadow anchored if it is located in
close proximity to an anchored 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.
S-135
MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 1 MORTGAGE LOANS(1)
% OF
CUT-OFF AVERAGE HIGHEST
NUMBER OF AGGREGATE DATE CUT-OFF CUT-OFF
MORTGAGED CUT-OFF GROUP 1 DATE DATE
PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE BALANCE BALANCE
- -------------------------- ------------ ----------------- --------- -------------- ---------------
Office ................... 52 $1,482,013,794 51.4% $28,500,265 $200,000,000
Retail ................... 73 515,336,614 17.9 $ 7,059,406 $ 62,000,000
Retail -- Anchored ...... 45 402,649,278 14.0 $ 8,947,762 $ 62,000,000
Retail -- Unanchored..... 22 74,665,919 2.6 $ 3,393,905 $ 9,000,000
Retail -- Shadow
Anchored(4) ............ 6 38,021,418 1.3 $ 6,336,903 $ 13,535,000
Self Storage ............. 80 272,943,784 9.5 $ 3,411,797 $ 12,800,000
Hospitality .............. 16 225,431,680 7.8 $14,089,480 $ 61,000,000
Multifamily .............. 14 192,869,803 6.7 $13,776,414 $ 33,000,000
Industrial ............... 7 85,956,000 3.0 $12,279,429 $ 41,006,000
Mobile Home Park ......... 13 83,197,232 2.9 $ 6,399,787 $ 11,440,000
Mixed Use ................ 5 25,072,067 0.9 $ 5,014,413 $ 7,725,000
Land(5) .................. 1 1,498,260 0.1 $ 1,498,260 $ 1,498,260
- -------------------------- -- -------------- -----
261 $2,884,319,234 100.0% $11,051,032 $200,000,000
=== ============== =====
WTD. AVG. WTD.
WTD. AVG. STATED AVG.
CUT-OFF WTD. AVG. REMAINING CUT-OFF MINIMUM MAXIMUM WTD.
DATE LTV TERM TO DATE CUT-OFF CUT-OFF WTD. AVG. AVG.
LTV RATIO AT MATURITY DSC DATE DSC DATE DSC OCCUPANCY MORTGAGE
PROPERTY TYPE RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE(3) RATE
- -------------------------- ----------- ------------- ----------- --------- ---------- ---------- ----------- -----------
Office ................... 74.0% 69.5% 98 1.45x 1.20x 4.28x 93.9% 5.225%
Retail ................... 72.1% 63.3% 122 1.45x 1.20x 2.50x 94.0% 5.216%
Retail -- Anchored ...... 72.4% 63.3% 123 1.44x 1.21x 2.50x 92.9% 5.189%
Retail -- Unanchored..... 70.5% 62.4% 120 1.49x 1.20x 2.17x 97.4% 5.303%
Retail -- Shadow
Anchored(4) ............ 71.8% 64.9% 118 1.49x 1.20x 1.79x 98.3% 5.335%
Self Storage ............. 56.7% 53.5% 99 2.39x 1.20x 3.76x 82.9% 4.991%
Hospitality .............. 65.4% 52.2% 112 1.62x 1.35x 2.18x NA 5.379%
Multifamily .............. 72.6% 67.6% 90 1.49x 1.20x 2.65x 92.5% 5.153%
Industrial ............... 78.7% 72.1% 118 1.31x 1.27x 1.35x 100.0% 5.361%
Mobile Home Park ......... 77.4% 66.0% 120 1.31x 1.08x 2.54x 93.3% 5.405%
Mixed Use ................ 73.2% 67.0% 120 1.34x 1.28x 1.44x 89.7% 5.168%
Land(5) .................. 74.9% 62.0% 119 1.20x 1.20x 1.20x 100.0% 5.190%
- ---------------------------
71.5% 65.3% 104 1.54X 1.08X 4.28X 92.8% 5.217%
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated amounts
(allocating the Mortgage Loan principal balance to each of those
properties by the appraised values of the Mortgaged Properties or the
allocated loan amount as detailed in the related Mortgage Loan
documents).
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(3) Occupancy Rates were calculated based upon rent rolls made available to
the applicable Mortgage Loan Seller by the related borrowers as of the
rent roll date set forth on Annex A-1 to this prospectus supplement but
excludes 14 Mortgage Loans secured by hospitality properties,
representing 7.8% of the Cut-Off Date Group 1 Balance.
(4) A mortgaged property is classified as shadow anchored if it is located in
close proximity to an anchored 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.
S-136
MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 2 MORTGAGE LOANS(1)
% OF WTD. AVG.
AGGREGATE CUT-OFF AVERAGE HIGHEST CUT-OFF
NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF DATE
MORTGAGED DATE GROUP 2 DATE DATE LTV
PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE BALANCE RATIO
- --------------------- ------------ --------------- --------- ------------- -------------- -----------
Multifamily ......... 64 $369,517,231 94.4% $5,773,707 $34,000,000 74.7%
Mobile Home Park..... 4 21,780,018 5.6 $5,445,004 $ 9,189,873 78.3%
- --------------------- -- ------------ -----
68 $391,297,249 100.0% $5,754,371 $34,000,000 74.9%
== ============ =====
WTD. AVG. WTD.
STATED AVG.
WTD. AVG. REMAINING CUT-OFF MINIMUM MAXIMUM
LTV TERM TO DATE CUT-OFF CUT-OFF WTD. AVG. WTD. AVG.
RATIO AT MATURITY DSC DATE DSC DATE DSC OCCUPANCY MORTGAGE
PROPERTY TYPE MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE RATE
- --------------------- ------------- ----------- --------- ---------- ---------- ----------- ----------
Multifamily ......... 65.3% 113 1.33x 1.16x 1.87x 91.5% 5.203%
Mobile Home Park..... 66.9% 112 1.32x 1.24x 1.62x 93.0% 5.535%
- ---------------------
65.4% 113 1.33X 1.16X 1.87X 91.5% 5.222%
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated amounts
(allocating the Mortgage Loan principal balance to each of those
properties by the appraised values of the Mortgaged Properties or the
allocated loan amount as detailed in the related Mortgage Loan
documents).
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-137
RANGE OF CUT-OFF BALANCES FOR ALL MORTGAGE LOANS
% OF
AGGREGATE CUT-OFF AVERAGE
CUT-OFF DATE CUT-OFF
RANGE OF CUT-OFF NUMBER OF DATE POOL DATE
DATE BALANCES ($) LOANS BALANCE BALANCE BALANCE
- -------------------------------- ----------- ---------------- --------- ---------------
<=2,000,000 .................... 37 $ 54,605,102 1.7% $ 1,475,814
2,000,001 -- 3,000,000 ......... 33 84,895,730 2.6 $ 2,572,598
3,000,001 -- 4,000,000 ......... 28 95,332,164 2.9 $ 3,404,720
4,000,001 -- 5,000,000 ......... 31 139,077,388 4.2 $ 4,486,367
5,000,001 -- 6,000,000 ......... 6 31,810,628 1.0 $ 5,301,771
6,000,001 -- 7,000,000 ......... 10 65,443,614 2.0 $ 6,544,361
7,000,001 -- 8,000,000 ......... 8 60,742,573 1.9 $ 7,592,822
8,000,001 -- 9,000,000 ......... 10 86,083,120 2.6 $ 8,608,312
9,000,001 -- 10,000,000 ........ 9 85,817,873 2.6 $ 9,535,319
10,000,001 -- 15,000,000 ....... 20 256,200,495 7.8 $ 12,810,025
15,000,001 -- 20,000,000 ....... 7 118,987,294 3.6 $ 16,998,185
20,000,001 -- 25,000,000 ....... 4 94,750,000 2.9 $ 23,687,500
25,000,001 -- 30,000,000 ....... 3 82,050,000 2.5 $ 27,350,000
30,000,001 -- 35,000,000 ....... 4 129,080,000 3.9 $ 32,270,000
35,000,001 -- 40,000,000 ....... 4 151,840,000 4.6 $ 37,960,000
40,000,001 -- 45,000,000 ....... 2 85,687,500 2.6 $ 42,843,750
45,000,001 -- 50,000,000 ....... 1 48,000,000 1.5 $ 48,000,000
50,000,001 -- 55,000,000 ....... 2 103,100,000 3.1 $ 51,550,000
55,000,001 -- 60,000,000 ....... 1 60,000,000 1.8 $ 60,000,000
60,000,001 -- 65,000,000 ....... 2 123,000,000 3.8 $ 61,500,000
65,000,001 -- 70,000,000 ....... 3 204,188,000 6.2 $ 68,062,667
70,000,001 -- 75,000,000 ....... 1 75,000,000 2.3 $ 75,000,000
80,000,001 -- 200,000,000 ...... 7 1,039,925,000 31.7 $148,560,714
- -------------------------------- -- -------------- -----
233 $3,275,616,483 100.0% $ 14,058,440
=== ============== =====
WTD. AVG.
STATED
HIGHEST REMAINING
CUT-OFF WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DATE BALANCES ($) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- -------------------------------- --------------- -------------- -------------- ---------- -------------- ----------
<=2,000,000 .................... $ 2,000,000 68.1% 57.3% 120 1.53x 5.316%
2,000,001 -- 3,000,000 ......... $ 3,000,000 69.3% 58.8% 116 1.51x 5.283%
3,000,001 -- 4,000,000 ......... $ 4,000,000 69.6% 58.0% 120 1.48x 5.347%
4,000,001 -- 5,000,000 ......... $ 4,990,145 71.8% 59.8% 117 1.40x 5.282%
5,000,001 -- 6,000,000 ......... $ 5,716,324 64.8% 47.5% 128 1.56x 5.368%
6,000,001 -- 7,000,000 ......... $ 6,981,000 72.7% 62.6% 105 1.44x 5.425%
7,000,001 -- 8,000,000 ......... $ 8,000,000 75.5% 66.0% 111 1.30x 5.327%
8,000,001 -- 9,000,000 ......... $ 9,000,000 68.2% 49.9% 144 1.41x 5.241%
9,000,001 -- 10,000,000 ........ $ 9,896,000 76.8% 66.8% 112 1.27x 5.376%
10,000,001 -- 15,000,000 ....... $ 15,000,000 72.0% 62.4% 117 1.42x 5.163%
15,000,001 -- 20,000,000 ....... $ 18,800,000 73.9% 64.4% 110 1.46x 5.135%
20,000,001 -- 25,000,000 ....... $ 24,000,000 74.5% 64.6% 103 1.57x 5.264%
25,000,001 -- 30,000,000 ....... $ 29,550,000 76.1% 69.1% 118 1.46x 5.167%
30,000,001 -- 35,000,000 ....... $ 34,000,000 73.8% 69.7% 81 1.31x 5.227%
35,000,001 -- 40,000,000 ....... $ 39,000,000 69.8% 63.5% 110 1.59x 5.148%
40,000,001 -- 45,000,000 ....... $ 44,687,500 71.9% 71.9% 120 1.68x 5.124%
45,000,001 -- 50,000,000 ....... $ 48,000,000 74.7% 68.8% 60 1.52x 5.000%
50,000,001 -- 55,000,000 ....... $ 52,100,000 51.6% 51.6% 100 2.69x 4.837%
55,000,001 -- 60,000,000 ....... $ 60,000,000 80.0% 71.4% 120 1.20x 5.400%
60,000,001 -- 65,000,000 ....... $ 62,000,000 75.0% 66.7% 118 1.32x 5.233%
65,000,001 -- 70,000,000 ....... $ 70,000,000 75.7% 68.4% 78 1.44x 5.235%
70,000,001 -- 75,000,000 ....... $ 75,000,000 79.8% 71.3% 119 1.20x 5.480%
80,000,001 -- 200,000,000 ...... $200,000,000 71.3% 69.0% 98 1.58x 5.201%
- ---------------------------------
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-138
RANGE OF CUT-OFF BALANCES FOR LOAN GROUP 1 MORTGAGE LOANS
% OF
AGGREGATE CUT-OFF AVERAGE
CUT-OFF DATE CUT-OFF
RANGE OF CUT-OFF NUMBER OF DATE GROUP 1 DATE
DATE BALANCES ($) LOANS BALANCE BALANCE BALANCE
- -------------------------------- ----------- ---------------- --------- ---------------
<=2,000,000 .................... 18 $ 29,185,822 1.0% $ 1,621,435
2,000,001 -- 3,000,000 ......... 20 51,756,997 1.8 $ 2,587,850
3,000,001 -- 4,000,000 ......... 22 74,723,292 2.6 $ 3,396,513
4,000,001 -- 5,000,000 ......... 20 88,772,101 3.1 $ 4,438,605
5,000,001 -- 6,000,000 ......... 5 26,094,304 0.9 $ 5,218,861
6,000,001 -- 7,000,000 ......... 7 45,272,890 1.6 $ 6,467,556
7,000,001 -- 8,000,000 ......... 7 52,902,573 1.8 $ 7,557,510
8,000,001 -- 9,000,000 ......... 9 78,033,120 2.7 $ 8,670,347
9,000,001 -- 10,000,000 ........ 8 76,628,000 2.7 $ 9,578,500
10,000,001 -- 15,000,000 ....... 15 190,272,339 6.6 $ 12,684,823
15,000,001 -- 20,000,000 ....... 6 103,687,294 3.6 $ 17,281,216
20,000,001 -- 25,000,000 ....... 4 94,750,000 3.3 $ 23,687,500
25,000,001 -- 30,000,000 ....... 2 52,500,000 1.8 $ 26,250,000
30,000,001 -- 35,000,000 ....... 2 65,000,000 2.3 $ 32,500,000
35,000,001 -- 40,000,000 ....... 3 115,840,000 4.0 $ 38,613,333
40,000,001 -- 45,000,000 ....... 2 85,687,500 3.0 $ 42,843,750
45,000,001 -- 50,000,000 ....... 1 48,000,000 1.7 $ 48,000,000
50,000,001 -- 55,000,000 ....... 2 103,100,000 3.6 $ 51,550,000
55,000,001 -- 60,000,000 ....... 1 60,000,000 2.1 $ 60,000,000
60,000,001 -- 65,000,000 ....... 2 123,000,000 4.3 $ 61,500,000
65,000,001 -- 70,000,000 ....... 3 204,188,000 7.1 $ 68,062,667
70,000,001 -- 75,000,000 ....... 1 75,000,000 2.6 $ 75,000,000
80,000,001 -- 200,000,000 ...... 7 1,039,925,000 36.1 $148,560,714
- -------------------------------- -- -------------- -----
167 $2,884,319,234 100.0% $ 17,271,373
=== ============== =====
WTD. AVG.
STATED
HIGHEST REMAINING
CUT-OFF WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DATE BALANCES ($) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- -------------------------------- --------------- -------------- -------------- ---------- -------------- ----------
<=2,000,000 .................... $ 2,000,000 60.8% 51.9% 121 1.81x 5.365%
2,000,001 -- 3,000,000 ......... $ 3,000,000 65.6% 56.2% 116 1.61x 5.277%
3,000,001 -- 4,000,000 ......... $ 4,000,000 69.2% 56.9% 123 1.51x 5.367%
4,000,001 -- 5,000,000 ......... $ 4,960,000 71.6% 60.7% 116 1.45x 5.292%
5,000,001 -- 6,000,000 ......... $ 5,500,000 66.3% 47.2% 131 1.50x 5.284%
6,000,001 -- 7,000,000 ......... $ 6,973,602 72.0% 60.8% 110 1.52x 5.467%
7,000,001 -- 8,000,000 ......... $ 8,000,000 74.9% 65.9% 110 1.31x 5.337%
8,000,001 -- 9,000,000 ......... $ 9,000,000 67.8% 48.5% 146 1.41x 5.243%
9,000,001 -- 10,000,000 ........ $ 9,896,000 76.5% 66.8% 112 1.27x 5.365%
10,000,001 -- 15,000,000 ....... $ 15,000,000 70.8% 61.2% 119 1.48x 5.165%
15,000,001 -- 20,000,000 ....... $ 18,800,000 73.1% 64.2% 108 1.46x 5.148%
20,000,001 -- 25,000,000 ....... $ 24,000,000 74.5% 64.6% 103 1.57x 5.264%
25,000,001 -- 30,000,000 ....... $ 27,000,000 76.7% 65.8% 118 1.35x 5.290%
30,000,001 -- 35,000,000 ....... $ 33,000,000 72.1% 70.9% 58 1.35x 5.233%
35,000,001 -- 40,000,000 ....... $ 39,000,000 68.0% 61.9% 107 1.65x 5.119%
40,000,001 -- 45,000,000 ....... $ 44,687,500 71.9% 71.9% 120 1.68x 5.124%
45,000,001 -- 50,000,000 ....... $ 48,000,000 74.7% 68.8% 60 1.52x 5.000%
50,000,001 -- 55,000,000 ....... $ 52,100,000 51.6% 51.6% 100 2.69x 4.837%
55,000,001 -- 60,000,000 ....... $ 60,000,000 80.0% 71.4% 120 1.20x 5.400%
60,000,001 -- 65,000,000 ....... $ 62,000,000 75.0% 66.7% 118 1.32x 5.233%
65,000,001 -- 70,000,000 ....... $ 70,000,000 75.7% 68.4% 78 1.44x 5.235%
70,000,001 -- 75,000,000 ....... $ 75,000,000 79.8% 71.3% 119 1.20x 5.480%
80,000,001 -- 200,000,000 ...... $200,000,000 71.3% 69.0% 98 1.58x 5.201%
- ---------------------------------
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-139
RANGE OF CUT-OFF BALANCES FOR LOAN GROUP 2 MORTGAGE LOANS
% OF
AGGREGATE CUT-OFF AVERAGE HIGHEST
CUT-OFF DATE CUT-OFF CUT-OFF
RANGE OF CUT-OFF NUMBER OF DATE GROUP 2 DATE DATE
DATE BALANCES ($) LOANS BALANCE BALANCE BALANCE BALANCE
- ------------------------- ----------- -------------- --------- ------------- -------------
<=2,000,000 ............. 19 $ 25,419,280 6.5% $ 1,337,857 $ 1,761,209
2,000,001 -- 3,000,000 .. 13 33,138,733 8.5 $ 2,549,133 $ 2,873,814
3,000,001 -- 4,000,000 .. 6 20,608,872 5.3 $ 3,434,812 $ 3,866,676
4,000,001 -- 5,000,000 .. 11 50,305,287 12.9 $ 4,573,208 $ 4,990,145
5,000,001 -- 6,000,000 .. 1 5,716,324 1.5 $ 5,716,324 $ 5,716,324
6,000,001 -- 7,000,000 .. 3 20,170,724 5.2 $ 6,723,575 $ 6,981,000
7,000,001 -- 8,000,000 .. 1 7,840,000 2.0 $ 7,840,000 $ 7,840,000
8,000,001 -- 9,000,000 .. 1 8,050,000 2.1 $ 8,050,000 $ 8,050,000
9,000,001 -- 10,000,000 . 1 9,189,873 2.3 $ 9,189,873 $ 9,189,873
10,000,001 -- 15,000,000 5 65,928,156 16.8 $13,185,631 $15,000,000
15,000,001 -- 20,000,000 1 15,300,000 3.9 $15,300,000 $15,300,000
25,000,001 -- 30,000,000 1 29,550,000 7.6 $29,550,000 $29,550,000
30,000,001 -- 35,000,000 2 64,080,000 16.4 $32,040,000 $34,000,000
35,000,001 -- 36,000,000 1 36,000,000 9.2 $36,000,000 $36,000,000
- ------------------------- -- ------------ -----
66 $391,297,249 100.0% $ 5,928,746 $36,000,000
== ============ =====
WTD. AVG.
STATED
REMAINING
WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF CUT-OFF CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DATE BALANCES ($) LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ------------------------- -------------- -------------- ---------- -------------- ----------
<=2,000,000 ............. 76.5% 63.5% 118 1.22x 5.260%
2,000,001 -- 3,000,000 .. 75.1% 62.8% 115 1.37x 5.293%
3,000,001 -- 4,000,000 .. 71.2% 62.1% 107 1.35x 5.275%
4,000,001 -- 5,000,000 .. 72.3% 58.4% 118 1.30x 5.265%
5,000,001 -- 6,000,000 .. 57.7% 48.9% 114 1.87x 5.750%
6,000,001 -- 7,000,000 .. 74.3% 66.6% 95 1.24x 5.330%
7,000,001 -- 8,000,000 .. 80.0% 66.3% 120 1.20x 5.260%
8,000,001 -- 9,000,000 .. 71.6% 63.6% 119 1.36x 5.220%
9,000,001 -- 10,000,000 . 79.6% 66.5% 119 1.24x 5.470%
10,000,001 -- 15,000,000 75.7% 65.7% 112 1.25x 5.156%
15,000,001 -- 20,000,000 79.9% 65.8% 120 1.41x 5.050%
25,000,001 -- 30,000,000 74.8% 74.8% 118 1.66x 4.950%
30,000,001 -- 35,000,000 75.5% 68.5% 103 1.27x 5.221%
35,000,001 -- 36,000,000 75.7% 68.8% 120 1.40x 5.240%
- --------------------------
74.9% 65.4% 113 1.33X 5.222%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-140
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION FOR ALL MORTGAGE LOANS(1)
% OF
AGGREGATE CUT-OFF AVERAGE
NUMBER OF CUT-OFF DATE CUT-OFF
MORTGAGED DATE POOL DATE
JURISDICTION PROPERTIES BALANCE BALANCE BALANCE
- -------------- ------------ ----------------- --------- -------------
CA ........... 88 $ 639,023,765 19.5% $ 7,261,634
Southern(3) . 75 485,914,051 14.8 $ 6,478,854
Northern(3) . 13 153,109,714 4.7 $11,777,670
NY ........... 8 361,731,243 11.0 $45,216,405
TX ........... 25 355,024,720 10.8 $14,200,989
VA ........... 14 270,017,614 8.2 $19,286,972
FL ........... 25 143,216,288 4.4 $ 5,728,652
NJ ........... 9 139,064,456 4.2 $15,451,606
MO ........... 3 130,229,336 4.0 $43,409,779
MD ........... 9 119,347,198 3.6 $13,260,800
IL ........... 12 109,117,344 3.3 $ 9,093,112
DC ........... 2 85,030,200 2.6 $42,515,100
PA ........... 12 77,017,232 2.4 $ 6,418,103
MI ........... 15 71,793,930 2.2 $ 4,786,262
AZ ........... 7 70,051,980 2.1 $10,007,426
NC ........... 12 69,747,648 2.1 $ 5,812,304
GA ........... 10 50,406,320 1.5 $ 5,040,632
UT ........... 5 50,206,401 1.5 $10,041,280
NV ........... 4 49,140,147 1.5 $12,285,037
AL ........... 4 43,138,200 1.3 $10,784,550
TN ........... 7 41,796,567 1.3 $ 5,970,938
AR ........... 4 39,350,000 1.2 $ 9,837,500
OH ........... 6 38,947,679 1.2 $ 6,491,280
PR ........... 1 38,200,000 1.2 $38,200,000
WA ........... 5 37,804,291 1.2 $ 7,560,858
ME ........... 3 36,812,831 1.1 $12,270,944
CO ........... 6 31,836,815 1.0 $ 5,306,136
SC ........... 3 25,043,000 0.8 $ 8,347,667
WI ........... 3 23,305,966 0.7 $ 7,768,655
MA ........... 5 23,013,549 0.7 $ 4,602,710
KS ........... 1 18,000,000 0.5 $18,000,000
KY ........... 6 17,873,313 0.5 $ 2,978,886
CT ........... 2 14,200,000 0.4 $ 7,100,000
RI ........... 2 13,190,000 0.4 $ 6,595,000
MN ........... 1 12,000,000 0.4 $12,000,000
NM ........... 3 8,702,210 0.3 $ 2,900,737
MS ........... 2 6,067,000 0.2 $ 3,033,500
NH ........... 1 4,800,000 0.1 $ 4,800,000
LA ........... 1 3,791,717 0.1 $ 3,791,717
OR ........... 1 2,837,523 0.1 $ 2,837,523
IN ........... 1 2,740,000 0.1 $ 2,740,000
OK ........... 1 2,000,000 0.1 $ 2,000,000
-- -------------- -----
329 $3,275,616,483 100.0% $ 9,956,281
=== ============== =====
WTD. AVG.
WTD. AVG. STATED
HIGHEST CUT-OFF WTD. AVG. REMAINING WTD. AVG.
CUT-OFF DATE LTV TERM TO CUT-OFF WTD. AVG.
DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
JURISDICTION BALANCE RATIO MATURITY(2) (MOS.)(2) RATIO RATE
- -------------- -------------- ----------- ------------- ----------- ---------- ----------
CA ........... $ 62,000,000 72.6% 64.7% 119 1.46x 5.215%
Southern(3) . $ 62,000,000 73.3% 64.9% 120 1.43x 5.170%
Northern(3) . $ 44,687,500 70.2% 63.9% 116 1.56x 5.358%
NY ........... $200,000,000 71.9% 68.3% 118 1.39x 5.304%
TX ........... $101,500,000 72.3% 68.6% 74 1.60x 5.235%
VA ........... $182,500,000 72.7% 70.5% 75 1.53x 5.084%
FL ........... $ 23,000,000 65.0% 53.0% 113 1.64x 5.184%
NJ ........... $ 41,006,000 73.4% 70.3% 111 1.76x 5.113%
MO ........... $125,500,000 74.6% 70.6% 118 1.45x 5.321%
MD ........... $ 65,188,000 73.4% 62.1% 114 1.53x 5.238%
IL ........... $ 48,000,000 72.3% 65.7% 90 1.53x 5.081%
DC ........... $ 61,000,000 72.7% 65.9% 119 1.33x 5.453%
PA ........... $ 11,440,000 79.9% 68.8% 120 1.24x 5.418%
MI ........... $ 12,100,000 64.4% 58.1% 114 1.67x 4.999%
AZ ........... $ 29,550,000 71.9% 69.8% 102 1.65x 5.104%
NC ........... $ 24,000,000 68.6% 53.5% 97 1.52x 5.262%
GA ........... $ 10,794,887 70.1% 58.5% 116 1.52x 5.274%
UT ........... $ 34,000,000 70.4% 64.1% 119 1.47x 5.193%
NV ........... $ 33,000,000 68.2% 63.2% 71 1.51x 5.114%
AL ........... $ 18,800,000 79.8% 70.0% 119 1.32x 5.219%
TN ........... $ 32,000,000 68.6% 65.9% 69 1.52x 5.296%
AR ........... $ 15,591,915 74.0% 67.7% 120 1.46x 5.249%
OH ........... $ 30,080,000 77.6% 71.9% 91 1.33x 5.223%
PR ........... $ 38,200,000 61.7% 55.8% 83 2.18x 5.135%
WA ........... $ 15,000,000 73.2% 64.1% 113 1.24x 5.234%
ME ........... $ 24,000,000 67.9% 56.6% 117 1.73x 5.265%
CO ........... $ 13,500,000 65.5% 47.0% 132 1.56x 5.130%
SC ........... $ 18,500,000 76.0% 71.3% 118 1.44x 5.006%
WI ........... $ 8,540,902 75.9% 60.4% 118 1.26x 5.343%
MA ........... $ 10,240,000 67.7% 63.3% 105 1.96x 5.196%
KS ........... $ 18,000,000 79.9% 74.2% 116 1.27x 5.460%
KY ........... $ 7,800,000 69.0% 64.2% 116 1.68x 5.320%
CT ........... $ 11,600,000 80.0% 71.8% 119 1.32x 5.281%
RI ........... $ 7,100,000 77.4% 71.8% 117 1.25x 5.366%
MN ........... $ 12,000,000 66.1% 49.7% 120 1.87x 5.150%
NM ........... $ 6,428,408 47.6% 41.1% 108 2.85x 4.929%
MS ........... $ 3,360,000 72.2% 67.4% 92 1.60x 5.443%
NH ........... $ 4,800,000 80.0% 71.3% 119 1.35x 5.340%
LA ........... $ 3,791,717 73.5% 1.7% 239 1.23x 5.940%
OR ........... $ 2,837,523 34.7% 34.7% 82 3.76x 4.755%
IN ........... $ 2,740,000 72.1% 61.4% 118 1.58x 5.320%
OK ........... $ 2,000,000 44.2% 44.2% 83 2.50x 5.280%
$200,000,000 71.9% 65.4% 105 1.52X 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 these
properties by the appraised values of the Mortgaged Properties or the
allocated loan amount as detailed in the related Mortgage Loan
documents).
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(3) For purposes of determining whether a Mortgaged Property is in Northern
California or Southern California, Mortgaged Properties north of San Luis
Obispo County, Kern County and San Bernardino County were included in
Northern California and Mortgaged Properties in or south of such counties
were included in Southern California.
S-141
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION FOR LOAN GROUP 1 MORTGAGE
LOANS(1)
AGGREGATE AVERAGE
NUMBER OF CUT-OFF % OF CUT-OFF
MORTGAGED DATE CUT-OFF DATE DATE
JURISDICTION PROPERTIES BALANCE GROUP 1 BALANCE BALANCE
- --------------- ------------ ----------------- ----------------- --------------
CA ............ 51 $ 548,983,959 19.0% $10,764,391
Southern(3) .. 39 400,374,245 13.9 $10,266,006
Northern(3) .. 12 148,609,714 5.2 $12,384,143
NY ............ 8 361,731,243 12.5 $45,216,405
TX ............ 15 292,672,687 10.1 $19,511,512
VA ............ 14 270,017,614 9.4 $19,286,972
NJ ............ 9 139,064,456 4.8 $15,451,606
MO ............ 3 130,229,336 4.5 $43,409,779
FL ............ 23 124,276,288 4.3 $ 5,403,317
MD ............ 9 119,347,198 4.1 $13,260,800
IL ............ 11 106,243,570 3.7 $ 9,658,506
DC ............ 2 85,030,200 2.9 $42,515,100
PA ............ 12 77,017,232 2.7 $ 6,418,103
NC ............ 12 69,747,648 2.4 $ 5,812,304
MI ............ 14 68,693,930 2.4 $ 4,906,709
NV ............ 3 44,340,147 1.5 $14,780,049
TN ............ 7 41,796,567 1.4 $ 5,970,938
PR ............ 1 38,200,000 1.3 $38,200,000
ME ............ 3 36,812,831 1.3 $12,270,944
AZ ............ 5 36,201,980 1.3 $ 7,240,396
GA ............ 7 33,003,975 1.1 $ 4,714,854
AL ............ 3 27,838,200 1.0 $ 9,279,400
SC ............ 3 25,043,000 0.9 $ 8,347,667
WI ............ 3 23,305,966 0.8 $ 7,768,655
MA ............ 5 23,013,549 0.8 $ 4,602,710
CO ............ 5 18,336,815 0.6 $ 3,667,363
KS ............ 1 18,000,000 0.6 $18,000,000
KY ............ 6 17,873,313 0.6 $ 2,978,886
UT ............ 4 16,206,401 0.6 $ 4,051,600
CT ............ 2 14,200,000 0.5 $ 7,100,000
RI ............ 2 13,190,000 0.5 $ 6,595,000
MN ............ 1 12,000,000 0.4 $12,000,000
WA ............ 2 11,485,000 0.4 $ 5,742,500
OH ............ 5 8,867,679 0.3 $ 1,773,536
NM ............ 3 8,702,210 0.3 $ 2,900,737
MS ............ 2 6,067,000 0.2 $ 3,033,500
NH ............ 1 4,800,000 0.2 $ 4,800,000
LA ............ 1 3,791,717 0.1 $ 3,791,717
AR ............ 1 3,350,000 0.1 $ 3,350,000
OR ............ 1 2,837,523 0.1 $ 2,837,523
OK ............ 1 2,000,000 0.1 $ 2,000,000
-- -------------- -----
261 $2,884,319,234 100.0% $11,051,032
=== ============== =====
WTD. AVG.
WTD. AVG. STATED
CUT-OFF WTD. AVG. REMAINING WTD. AVG.
HIGHEST DATE LTV TERM TO CUT-OFF WTD. AVG.
CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
JURISDICTION BALANCE RATIO MATURITY(2) (MOS.)(2) RATIO RATE
- --------------- -------------- ----------- ------------- ----------- ---------- ----------
CA ............ $ 62,000,000 72.1% 65.0% 120 1.50x 5.202%
Southern(3) .. $ 62,000,000 72.9% 65.4% 121 1.47x 5.146%
Northern(3) .. $ 44,687,500 70.1% 63.9% 117 1.57x 5.352%
NY ............ $200,000,000 71.9% 68.3% 118 1.39x 5.304%
TX ............ $101,500,000 71.7% 69.0% 68 1.66x 5.245%
VA ............ $182,500,000 72.7% 70.5% 75 1.53x 5.084%
NJ ............ $ 41,006,000 73.4% 70.3% 111 1.76x 5.113%
MO ............ $125,500,000 74.6% 70.6% 118 1.45x 5.321%
FL ............ $ 23,000,000 63.0% 51.0% 112 1.70x 5.156%
MD ............ $ 65,188,000 73.4% 62.1% 114 1.53x 5.238%
IL ............ $ 48,000,000 72.1% 65.7% 90 1.54x 5.077%
DC ............ $ 61,000,000 72.7% 65.9% 119 1.33x 5.453%
PA ............ $ 11,440,000 79.9% 68.8% 120 1.24x 5.418%
NC ............ $ 24,000,000 68.6% 53.5% 97 1.52x 5.262%
MI ............ $ 12,100,000 63.7% 57.6% 114 1.67x 4.976%
NV ............ $ 33,000,000 71.0% 70.1% 59 1.51x 5.122%
TN ............ $ 32,000,000 68.6% 65.9% 69 1.52x 5.296%
PR ............ $ 38,200,000 61.7% 55.8% 83 2.18x 5.135%
ME ............ $ 24,000,000 67.9% 56.6% 117 1.73x 5.265%
AZ ............ $ 18,550,000 68.8% 65.7% 86 1.69x 5.214%
GA ............ $ 10,794,887 70.3% 58.9% 116 1.52x 5.114%
AL ............ $ 18,800,000 79.7% 72.3% 118 1.26x 5.311%
SC ............ $ 18,500,000 76.0% 71.3% 118 1.44x 5.006%
WI ............ $ 8,540,902 75.9% 60.4% 118 1.26x 5.343%
MA ............ $ 10,240,000 67.7% 63.3% 105 1.96x 5.196%
CO ............ $ 8,706,091 56.8% 32.4% 143 1.79x 5.210%
KS ............ $ 18,000,000 79.9% 74.2% 116 1.27x 5.460%
KY ............ $ 7,800,000 69.0% 64.2% 116 1.68x 5.320%
UT ............ $ 4,809,000 67.8% 65.0% 117 1.83x 5.094%
CT ............ $ 11,600,000 80.0% 71.8% 119 1.32x 5.281%
RI ............ $ 7,100,000 77.4% 71.8% 117 1.25x 5.366%
MN ............ $ 12,000,000 66.1% 49.7% 120 1.87x 5.150%
WA ............ $ 7,300,000 77.4% 68.0% 119 1.27x 5.379%
OH ............ $ 2,900,000 69.6% 64.7% 114 1.64x 5.301%
NM ............ $ 6,428,408 47.6% 41.1% 108 2.85x 4.929%
MS ............ $ 3,360,000 72.2% 67.4% 92 1.60x 5.443%
NH ............ $ 4,800,000 80.0% 71.3% 119 1.35x 5.340%
LA ............ $ 3,791,717 73.5% 1.7% 239 1.23x 5.940%
AR ............ $ 3,350,000 55.8% 55.8% 120 2.07x 5.340%
OR ............ $ 2,837,523 34.7% 34.7% 82 3.76x 4.755%
OK ............ $ 2,000,000 44.2% 44.2% 83 2.50x 5.280%
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated amounts
(allocating the Mortgage Loan principal balance to each of these
properties by the appraised values of the Mortgaged Properties or the
allocated loan amount as detailed in the related Mortgage Loan
documents).
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(3) For purposes of determining whether a Mortgaged Property is in Northern
California or Southern California, Mortgaged Properties north of San Luis
Obispo County, Kern County and San Bernardino County were included in
Northern California and Mortgaged Properties in or south of such counties
were included in Southern California.
S-142
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION FOR LOAN GROUP 2 MORTGAGE
LOANS(1)
AGGREGATE AVERAGE
NUMBER OF CUT-OFF % OF CUT-OFF
MORTGAGED DATE CUT-OFF DATE DATE
JURISDICTION PROPERTIES BALANCE GROUP 2 BALANCE BALANCE
- --------------- ------------ -------------- ----------------- -------------
CA ............ 37 $ 90,039,806 23.0% $ 2,433,508
Southern(3) .. 36 85,539,806 21.9 $ 2,376,106
Northern(3) .. 1 4,500,000 1.2 $ 4,500,000
TX ............ 10 62,352,033 15.9 $ 6,235,203
AR ............ 3 36,000,000 9.2 $12,000,000
UT ............ 1 34,000,000 8.7 $34,000,000
AZ ............ 2 33,850,000 8.7 $16,925,000
OH ............ 1 30,080,000 7.7 $30,080,000
WA ............ 3 26,319,291 6.7 $ 8,773,097
FL ............ 2 18,940,000 4.8 $ 9,470,000
GA ............ 3 17,402,345 4.4 $ 5,800,782
AL ............ 1 15,300,000 3.9 $15,300,000
CO ............ 1 13,500,000 3.5 $13,500,000
NV ............ 1 4,800,000 1.2 $ 4,800,000
MI ............ 1 3,100,000 0.8 $ 3,100,000
IL ............ 1 2,873,774 0.7 $ 2,873,774
IN ............ 1 2,740,000 0.7 $ 2,740,000
-- ------------ -----
68 $391,297,249 100.0% $ 5,754,371
== ============ =====
WTD. AVG.
WTD. AVG. STATED
CUT-OFF WTD. AVG. REMAINING WTD. AVG.
HIGHEST DATE LTV TERM TO CUT-OFF WTD. AVG.
CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
JURISDICTION BALANCE RATIO MATURITY(2) (MOS.)(2) RATIO RATE
- --------------- -------------- ----------- ------------- ----------- ---------- ----------
CA ............ $ 6,659,724 75.2% 62.7% 116 1.24x 5.297%
Southern(3) .. $ 6,659,724 75.2% 62.6% 118 1.24x 5.283%
Northern(3) .. $ 4,500,000 73.8% 66.1% 84 1.29x 5.560%
TX ............ $13,969,156 75.4% 67.1% 100 1.32x 5.189%
AR ............ $15,591,915 75.7% 68.8% 120 1.40x 5.240%
UT ............ $34,000,000 71.6% 63.7% 120 1.30x 5.240%
AZ ............ $29,550,000 75.3% 74.2% 118 1.61x 4.987%
OH ............ $30,080,000 80.0% 74.0% 84 1.24x 5.200%
WA ............ $15,000,000 71.3% 62.4% 110 1.22x 5.171%
FL ............ $11,100,000 78.0% 65.8% 119 1.24x 5.371%
GA ............ $ 9,189,873 69.7% 57.8% 117 1.52x 5.576%
AL ............ $15,300,000 79.9% 65.8% 120 1.41x 5.050%
CO ............ $13,500,000 77.1% 66.8% 118 1.25x 5.020%
NV ............ $ 4,800,000 42.5% 0.0% 180 1.55x 5.040%
MI ............ $ 3,100,000 79.5% 69.6% 120 1.62x 5.490%
IL ............ $ 2,873,774 79.8% 66.3% 118 1.38x 5.230%
IN ............ $ 2,740,000 72.1% 61.4% 118 1.58x 5.320%
$34,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated amounts
(allocating the Mortgage Loan principal balance to each of these
properties by the appraised values of the Mortgaged Properties or the
allocated loan amount as detailed in the related Mortgage Loan
documents).
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(3) For purposes of determining whether a Mortgaged Property is in Northern
California or Southern California, Mortgaged Properties north of San Luis
Obispo County, Kern County and San Bernardino County were included in
Northern California and Mortgaged Properties in or south of such counties
were included in Southern California.
S-143
RANGE OF UNDERWRITTEN DSC RATIOS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE
% OF
AGGREGATE CUT-OFF AVERAGE
RANGE OF UNDERWRITTEN NUMBER OF CUT-OFF DATE DATE POOL CUT-OFF DATE
DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE
- ----------------------- ----------- ----------------- ----------- --------------
1.08 - 1.09 ........... 1 $ 9,896,000 0.3% $ 9,896,000
1.10 - 1.14 ........... 1 4,960,000 0.2 $ 4,960,000
1.15 - 1.19 ........... 10 26,703,516 0.8 $ 2,670,352
1.20 - 1.24 ........... 60 547,794,940 16.7 $ 9,129,916
1.25 - 1.29 ........... 38 502,612,932 15.3 $13,226,656
1.30 - 1.34 ........... 25 339,236,587 10.4 $13,569,463
1.35 - 1.39 ........... 12 156,534,426 4.8 $13,044,535
1.40 - 1.44 ........... 7 350,098,000 10.7 $50,014,000
1.45 - 1.49 ........... 12 450,574,880 13.8 $37,547,907
1.50 - 1.54 ........... 7 105,908,357 3.2 $15,129,765
1.55 - 1.59 ........... 6 67,143,605 2.0 $11,190,601
1.60 - 1.64 ........... 4 92,628,573 2.8 $23,157,143
1.65 - 1.69 ........... 5 119,784,732 3.7 $23,956,946
1.70 - 1.74 ........... 5 25,050,193 0.8 $ 5,010,039
1.75 - 1.79 ........... 2 19,900,927 0.6 $ 9,950,464
1.80 - 1.84 ........... 4 132,500,000 4.0 $33,125,000
1.85 - 1.89 ........... 4 29,559,415 0.9 $ 7,389,854
1.90 - 1.94 ........... 3 8,886,000 0.3 $ 2,962,000
1.95 - 1.99 ........... 6 40,376,780 1.2 $ 6,729,463
2.00 - 2.04 ........... 2 7,657,299 0.2 $ 3,828,649
2.05 - 2.09 ........... 3 9,683,568 0.3 $ 3,227,856
2.10 - 2.14 ........... 4 8,296,000 0.3 $ 2,074,000
2.15 - 2.19 ........... 2 39,588,000 1.2 $19,794,000
2.20 - 2.24 ........... 1 14,491,000 0.4 $14,491,000
2.25 - 2.29 ........... 1 1,100,000 0.0 $ 1,100,000
2.30 - 3.79 ........... 7 162,365,408 5.0 $23,195,058
3.80 - 4.28 ........... 1 2,285,346 0.1 $ 2,285,346
-- -------------- -----
233 $3,275,616,483 100.0% $14,058,440
=== ============== =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF UNDERWRITTEN CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ----------------------- -------------- -------------- -------------- ---------- -------------- ----------
1.08 - 1.09 ........... $ 9,896,000 80.0% 68.4% 120 1.08x 5.430%
1.10 - 1.14 ........... $ 4,960,000 80.0% 68.2% 120 1.13x 5.360%
1.15 - 1.19 ........... $ 4,550,205 73.7% 61.3% 118 1.18x 5.260%
1.20 - 1.24 ........... $ 75,000,000 78.1% 66.6% 117 1.22x 5.313%
1.25 - 1.29 ........... $194,500,000 77.9% 69.1% 116 1.27x 5.309%
1.30 - 1.34 ........... $142,625,000 75.2% 66.9% 119 1.32x 5.212%
1.35 - 1.39 ........... $ 61,000,000 73.9% 65.4% 114 1.36x 5.387%
1.40 - 1.44 ........... $200,000,000 69.7% 66.6% 113 1.43x 5.214%
1.45 - 1.49 ........... $182,500,000 73.0% 69.3% 83 1.47x 5.151%
1.50 - 1.54 ........... $ 48,000,000 74.8% 71.2% 78 1.51x 5.117%
1.55 - 1.59 ........... $ 51,000,000 66.8% 62.2% 121 1.58x 4.992%
1.60 - 1.64 ........... $ 70,000,000 69.2% 62.4% 73.0 1.63x 5.294%
1.65 - 1.69 ........... $ 44,687,500 72.4% 72.0% 119 1.67x 5.086%
1.70 - 1.74 ........... $ 12,100,000 60.7% 50.2% 118 1.73x 5.112%
1.75 - 1.79 ........... $ 13,535,000 70.0% 67.8% 99 1.78x 5.594%
1.80 - 1.84 ........... $101,500,000 67.6% 67.3% 64 1.82x 5.245%
1.85 - 1.89 ........... $ 12,000,000 58.3% 36.7% 136 1.87x 5.305%
1.90 - 1.94 ........... $ 3,406,000 63.6% 63.6% 99 1.91x 5.556%
1.95 - 1.99 ........... $ 24,000,000 61.9% 55.0% 119 1.98x 5.204%
2.00 - 2.04 ........... $ 4,284,299 54.4% 39.3% 118 2.01x 5.171%
2.05 - 2.09 ........... $ 4,483,568 51.5% 37.8% 119 2.07x 5.248%
2.10 - 2.14 ........... $ 3,151,000 55.2% 52.1% 117 2.13x 5.324%
2.15 - 2.19 ........... $ 38,200,000 61.5% 55.7% 84 2.18x 5.149%
2.20 - 2.24 ........... $ 14,491,000 61.4% 61.4% 119 2.20x 4.960%
2.25 - 2.29 ........... $ 1,100,000 40.7% 37.7% 118 2.25x 5.285%
2.30 - 3.79 ........... $ 93,300,000 43.5% 42.9% 85 3.22x 4.797%
3.80 - 4.28 ........... $ 2,285,346 13.4% 0.1% 119 4.28x 5.200%
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-144
RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE
CUT-OFF DATE
% OF
AGGREGATE CUT-OFF DATE AVERAGE
RANGE OF UNDERWRITTEN NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE
DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE
- ----------------------- ----------- ----------------- -------------- --------------
1.08 - 1.09 ........... 1 $ 9,896,000 0.3% $ 9,896,000
1.10 - 1.14 ........... 1 4,960,000 0.2 $ 4,960,000
1.20 - 1.24 ........... 39 432,296,018 15.0 $11,084,513
1.25 - 1.29 ........... 26 447,285,466 15.5 $17,203,287
1.30 - 1.34 ........... 18 273,363,497 9.5 $15,186,861
1.35 - 1.39 ........... 9 144,612,800 5.0 $16,068,089
1.40 - 1.44 ........... 4 295,750,000 10.3 $73,937,500
1.45 - 1.49 ........... 10 442,757,880 15.4 $44,275,788
1.50 - 1.54 ........... 6 103,194,199 3.6 $17,199,033
1.55 - 1.59 ........... 3 56,912,605 2.0 $18,970,868
1.60 - 1.64 ........... 3 89,528,573 3.1 $29,842,858
1.65 - 1.69 ........... 4 90,234,732 3.1 $22,558,683
1.70 - 1.74 ........... 4 22,554,046 0.8 $ 5,638,511
1.75 - 1.79 ........... 2 19,900,927 0.7 $ 9,950,464
1.80 - 1.84 ........... 4 132,500,000 4.6 $33,125,000
1.85 - 1.89 ........... 3 23,843,091 0.8 $ 7,947,697
1.90 - 1.94 ........... 3 8,886,000 0.3 $ 2,962,000
1.95 - 1.99 ........... 6 40,376,780 1.4 $ 6,729,463
2.00 - 2.04 ........... 2 7,657,299 0.3 $ 3,828,649
2.05 - 2.09 ........... 3 9,683,568 0.3 $ 3,227,856
2.10 - 2.14 ........... 4 8,296,000 0.3 $ 2,074,000
2.15 - 2.19 ........... 2 39,588,000 1.4 $19,794,000
2.20 - 2.24 ........... 1 14,491,000 0.5 $14,491,000
2.25 - 2.29 ........... 1 1,100,000 0.0 $ 1,100,000
2.30 - 3.79 ........... 7 162,365,408 5.6 $23,195,058
3.80 - 4.28 ........... 1 2,285,346 0.1 $ 2,285,346
-- -------------- -----
167 $2,884,319,234 100.0% $17,271,373
=== ============== =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF UNDERWRITTEN CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ----------------------- -------------- -------------- -------------- ---------- -------------- ----------
1.08 - 1.09 ........... $ 9,896,000 80.0% 68.4% 120 1.08x 5.430%
1.10 - 1.14 ........... $ 4,960,000 80.0% 68.2% 120 1.13x 5.360%
1.20 - 1.24 ........... $ 75,000,000 78.4% 66.3% 121 1.21x 5.332%
1.25 - 1.29 ........... $194,500,000 78.2% 69.6% 117 1.27x 5.315%
1.30 - 1.34 ........... $142,625,000 75.5% 67.6% 119 1.33x 5.206%
1.35 - 1.39 ........... $ 61,000,000 73.8% 65.5% 114 1.36x 5.400%
1.40 - 1.44 ........... $200,000,000 68.3% 66.4% 112 1.44x 5.220%
1.45 - 1.49 ........... $182,500,000 73.0% 69.4% 83 1.47x 5.151%
1.50 - 1.54 ........... $ 48,000,000 74.7% 71.3% 77 1.51x 5.113%
1.55 - 1.59 ........... $ 51,000,000 68.3% 67.2% 118 1.59x 4.963%
1.60 - 1.64 ........... $ 70,000,000 68.8% 62.1% 71 1.63x 5.287%
1.65 - 1.69 ........... $ 44,687,500 71.6% 71.0% 120 1.68x 5.131%
1.70 - 1.74 ........... $ 12,100,000 60.7% 50.6% 118 1.73x 5.062%
1.75 - 1.79 ........... $ 13,535,000 70.0% 67.8% 99 1.78x 5.594%
1.80 - 1.84 ........... $101,500,000 67.6% 67.3% 64 1.82x 5.245%
1.85 - 1.89 ........... $ 12,000,000 58.4% 33.7% 141 1.87x 5.199%
1.90 - 1.94 ........... $ 3,406,000 63.6% 63.6% 99 1.91x 5.556%
1.95 - 1.99 ........... $ 24,000,000 61.9% 55.0% 119 1.98x 5.204%
2.00 - 2.04 ........... $ 4,284,299 54.4% 39.3% 118 2.01x 5.171%
2.05 - 2.09 ........... $ 4,483,568 51.5% 37.8% 119 2.07x 5.248%
2.10 - 2.14 ........... $ 3,151,000 55.2% 52.1% 117 2.13x 5.324%
2.15 - 2.19 ........... $ 38,200,000 61.5% 55.7% 84 2.18x 5.149%
2.20 - 2.24 ........... $ 14,491,000 61.4% 61.4% 119 2.20x 4.960%
2.25 - 2.29 ........... $ 1,100,000 40.7% 37.7% 118 2.25x 5.285%
2.30 - 3.79 ........... $ 93,300,000 43.5% 42.9% 85 3.22x 4.797%
3.80 - 4.28 ........... $ 2,285,346 13.4% 0.1% 119 4.28x 5.200%
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-145
RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE
CUT-OFF DATE
% OF
AGGREGATE CUT-OFF DATE AVERAGE
RANGE OF UNDERWRITTEN NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE
DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE
- ----------------------- ----------- -------------- -------------- --------------
1.16 - 1.19 ........... 10 $ 26,703,516 6.8% $ 2,670,352
1.20 - 1.24 ........... 21 115,498,922 29.5 $ 5,499,949
1.25 - 1.29 ........... 12 55,327,466 14.1 $ 4,610,622
1.30 - 1.34 ........... 7 65,873,090 16.8 $ 9,410,441
1.35 - 1.39 ........... 3 11,921,626 3.0 $ 3,973,875
1.40 - 1.44 ........... 3 54,348,000 13.9 $18,116,000
1.45 - 1.49 ........... 2 7,817,000 2.0 $ 3,908,500
1.50 - 1.54 ........... 1 2,714,157 0.7 $ 2,714,157
1.55 - 1.59 ........... 3 10,231,000 2.6 $ 3,410,333
1.60 - 1.64 ........... 1 3,100,000 0.8 $ 3,100,000
1.65 - 1.69 ........... 1 29,550,000 7.6 $29,550,000
1.70 - 1.74 ........... 1 2,496,147 0.6 $ 2,496,147
1.85 - 1.87 ........... 1 5,716,324 1.5 $ 5,716,324
-- ------------ -----
66 $391,297,249 100.0% $ 5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF UNDERWRITTEN CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ----------------------- -------------- -------------- -------------- ---------- -------------- ----------
1.16 - 1.19 ........... $ 4,550,205 73.7% 61.3% 118 1.18x 5.260%
1.20 - 1.24 ........... $30,080,000 77.1% 67.7% 104 1.22x 5.241%
1.25 - 1.29 ........... $13,500,000 75.5% 65.1% 111 1.26x 5.263%
1.30 - 1.34 ........... $34,000,000 73.9% 64.0% 117 1.30x 5.237%
1.35 - 1.39 ........... $ 8,050,000 74.2% 64.5% 119 1.36x 5.226%
1.40 - 1.44 ........... $36,000,000 77.0% 68.1% 118 1.40x 5.184%
1.45 - 1.49 ........... $ 4,100,000 70.5% 63.1% 102 1.45x 5.127%
1.50 - 1.54 ........... $ 2,714,157 79.8% 66.3% 118 1.50x 5.260%
1.55 - 1.59 ........... $ 4,800,000 58.4% 34.2% 138 1.56x 5.157%
1.60 - 1.64 ........... $ 3,100,000 79.5% 69.6% 120 1.62x 5.490%
1.65 - 1.69 ........... $29,550,000 74.8% 74.8% 118 1.66x 4.950%
1.70 - 1.74 ........... $ 2,496,147 60.9% 46.5% 119 1.72x 5.570%
1.85 - 1.87 ........... $ 5,716,324 57.7% 48.9% 114 1.87x 5.750%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE
% OF
AGGREGATE CUT-OFF AVERAGE
RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE DATE POOL CUT-OFF DATE
LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE
- ------------------------ ----------- ---------------- ----------- --------------
13.44 - 15.00 .......... 1 $ 2,285,346 0.1% $ 2,285,346
30.01 - 35.00 .......... 1 52,100,000 1.6 $52,100,000
35.01 - 40.00 .......... 1 5,100,000 0.2 $ 5,100,000
40.01 - 50.00 .......... 13 150,239,959 4.6 $11,556,920
50.01 - 55.00 .......... 8 29,702,065 0.9 $ 3,712,758
55.01 - 60.00 .......... 11 48,011,587 1.5 $ 4,364,690
60.01 - 65.00 .......... 16 209,456,647 6.4 $13,091,040
65.01 - 70.00 .......... 24 566,368,612 17.3 $23,598,692
70.01 - 75.00 .......... 49 953,221,418 29.1 $19,453,498
75.01 - 80.00 .......... 105 1,240,576,382 37.9 $11,815,013
80.01 - 81.29 .......... 4 18,554,467 0.6 $ 4,638,617
--- -------------- -----
233 $3,275,616,483 100.0% $14,058,440
=== ============== =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ------------------------ -------------- -------------- -------------- ---------- -------------- ----------
13.44 - 15.00 .......... $ 2,285,346 13.4% 0.1% 119 4.28x 5.200%
30.01 - 35.00 .......... $ 52,100,000 34.7% 34.7% 82 3.76x 4.755%
35.01 - 40.00 .......... $ 5,100,000 38.1% 31.5% 120 2.54x 5.240%
40.01 - 50.00 .......... $ 93,300,000 47.5% 39.4% 101 2.60x 4.887%
50.01 - 55.00 .......... $ 15,443,544 53.6% 34.4% 119 1.76x 5.261%
55.01 - 60.00 .......... $ 9,000,000 57.1% 50.7% 108 1.74x 5.321%
60.01 - 65.00 .......... $ 44,687,500 62.9% 57.4% 113 1.79x 5.159%
65.01 - 70.00 .......... $200,000,000 68.5% 64.3% 108 1.53x 5.250%
70.01 - 75.00 .......... $182,500,000 73.9% 69.4% 91 1.43x 5.183%
75.01 - 80.00 .......... $194,500,000 79.1% 70.0% 115 1.29x 5.293%
80.01 - 81.29 .......... $ 6,484,000 80.6% 70.6% 119 1.24x 5.340%
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-146
RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE AS
OF THE CUT-OFF DATE
% OF
AGGREGATE CUT-OFF DATE AVERAGE
RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE
LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE
- ----------------------- ----------- ---------------- -------------- --------------
13.44 - 15.00 ......... 1 $ 2,285,346 0.1% $ 2,285,346
30.01 - 35.00 ......... 1 52,100,000 1.8 $52,100,000
35.01 - 40.00 ......... 1 5,100,000 0.2 $ 5,100,000
40.01 - 50.00 ......... 12 145,439,959 5.0 $12,119,997
50.01 - 55.00 ......... 8 29,702,065 1.0 $ 3,712,758
55.01 - 60.00 ......... 9 38,428,586 1.3 $ 4,269,843
60.01 - 65.00 ......... 15 206,960,500 7.2 $13,797,367
65.01 - 70.00 ......... 20 538,814,822 18.7 $26,940,741
70.01 - 75.00 ......... 29 831,759,360 28.8 $28,681,357
75.01 - 80.00 ......... 68 1,017,744,595 35.3 $14,966,832
80.01 - 81.29 ......... 3 15,984,000 0.6 $ 5,328,000
-- -------------- -----
167 $2,884,319,234 100.0% $17,271,373
=== ============== =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ----------------------- -------------- -------------- -------------- ---------- -------------- ----------
13.44 - 15.00 ......... $ 2,285,346 13.4% 0.1% 119 4.28x 5.200%
30.01 - 35.00 ......... $ 52,100,000 34.7% 34.7% 82 3.76x 4.755%
35.01 - 40.00 ......... $ 5,100,000 38.1% 31.5% 120 2.54x 5.240%
40.01 - 50.00 ......... $ 93,300,000 47.7% 40.7% 98 2.64x 4.882%
50.01 - 55.00 ......... $ 15,443,544 53.6% 34.4% 119 1.76x 5.261%
55.01 - 60.00 ......... $ 9,000,000 56.8% 51.1% 106 1.77x 5.264%
60.01 - 65.00 ......... $ 44,687,500 62.9% 57.5% 113 1.80x 5.154%
65.01 - 70.00 ......... $200,000,000 68.5% 64.6% 108 1.54x 5.257%
70.01 - 75.00 ......... $182,500,000 74.1% 69.9% 87 1.43x 5.179%
75.01 - 80.00 ......... $194,500,000 79.2% 70.4% 116 1.29x 5.306%
80.01 - 81.29 ......... $ 6,484,000 80.6% 71.2% 119 1.24x 5.353%
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE
% OF
AGGREGATE CUT-OFF DATE AVERAGE
RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE
LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE
- ----------------------- ----------- -------------- -------------- --------------
42.48 - 50.00 ......... 1 $ 4,800,000 1.2% $4,800,000
55.01 - 60.00 ......... 2 9,583,001 2.4 $4,791,500
60.01 - 65.00 ......... 1 2,496,147 0.6 $2,496,147
65.01 - 70.00 ......... 4 27,553,790 7.0 $6,888,448
70.01 - 75.00 ......... 20 121,462,057 31.0 $6,073,103
75.01 - 80.00 ......... 37 222,831,787 56.9 $6,022,481
80.01 - 80.33 ......... 1 2,570,467 0.7 $2,570,467
-- ------------ -----
66 $391,297,249 100.0% $5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ----------------------- -------------- -------------- -------------- ---------- -------------- ----------
42.48 - 50.00 ......... $ 4,800,000 42.5% 0.0% 180 1.55x 5.040%
55.01 - 60.00 ......... $ 5,716,324 58.3% 49.0% 116 1.62x 5.552%
60.01 - 65.00 ......... $ 2,496,147 60.9% 46.5% 119 1.72x 5.570%
65.01 - 70.00 ......... $15,000,000 67.8% 59.1% 114 1.25x 5.100%
70.01 - 75.00 ......... $34,000,000 72.8% 66.0% 114 1.38x 5.204%
75.01 - 80.00 ......... $36,000,000 78.4% 68.2% 111 1.29x 5.232%
80.01 - 80.33 ......... $ 2,570,467 80.3% 66.7% 118 1.23x 5.260%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-147
RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE MATURITY DATE OR
ANTICIPATED REPAYMENT DATE
% OF
RANGE OF MATURITY DATE OR AGGREGATE CUT-OFF AVERAGE
ANTICIPATED REPAYMENT NUMBER OF CUT-OFF DATE DATE POOL CUT-OFF DATE
DATE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE
- ---------------------------- ----------- ---------------- ----------- --------------
0.00 - 5.00 ................ 7 $ 35,080,158 1.1% $ 5,011,451
15.01 - 20.00 .............. 1 2,989,046 0.1 $ 2,989,046
20.01 - 30.00 .............. 5 31,434,938 1.0 $ 6,286,988
30.01 - 40.00 .............. 8 82,748,548 2.5 $10,343,569
40.01 - 50.00 .............. 14 149,811,394 4.6 $10,700,814
50.01 - 55.00 .............. 8 65,909,678 2.0 $ 8,238,710
55.01 - 60.00 .............. 26 195,000,398 6.0 $ 7,500,015
60.01 - 65.00 .............. 40 395,486,068 12.1 $ 9,887,152
65.01 - 70.00 .............. 92 1,180,183,255 36.0 $12,828,079
70.01 - 75.00 .............. 28 1,049,523,000 32.0 $37,482,964
75.01 - 79.73 .............. 4 87,450,000 2.7 $21,862,500
-- -------------- -----
233 $3,275,616,483 100.0% $14,058,440
=== ============== =====
WTD. AVG.
STATED
REMAINING
RANGE OF MATURITY DATE OR HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DATE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ---------------------------- -------------- -------------- -------------- ---------- -------------- ----------
0.00 - 5.00 ................ $ 9,000,000 54.4% 0.8% 215 1.64x 5.384%
15.01 - 20.00 .............. $ 2,989,046 40.9% 17.7% 119 1.74x 5.290%
20.01 - 30.00 .............. $ 15,443,544 53.7% 23.3% 119 1.71x 5.305%
30.01 - 40.00 .............. $ 52,100,000 38.9% 35.0% 96 3.05x 4.869%
40.01 - 50.00 .............. $ 93,300,000 52.4% 47.7% 95 2.56x 4.953%
50.01 - 55.00 .............. $ 24,000,000 63.6% 52.8% 112 1.73x 5.289%
55.01 - 60.00 .............. $ 39,000,000 65.4% 57.8% 112 1.60x 5.184%
60.01 - 65.00 .............. $ 65,188,000 72.2% 62.9% 118 1.40x 5.290%
65.01 - 70.00 .............. $200,000,000 74.1% 68.2% 106 1.42x 5.228%
70.01 - 75.00 .............. $194,500,000 77.0% 72.6% 97 1.37x 5.251%
75.01 - 79.73 .............. $ 41,000,000 79.5% 79.1% 101 1.57x 5.061%
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE MATURITY DATE OR
ANTICIPATED REPAYMENT DATE
% OF
RANGE OF MATURITY DATE OR AGGREGATE CUT-OFF DATE AVERAGE
ANTICIPATED REPAYMENT NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE
DATE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- ---------------- -------------- --------------
0.00 - 5.00 ............... 6 $ 30,280,158 1.0% $ 5,046,693
15.01 - 20.00 ............. 1 2,989,046 0.1 $ 2,989,046
20.01 - 30.00 ............. 5 31,434,938 1.1 $ 6,286,988
30.01 - 40.00 ............. 8 82,748,548 2.9 $10,343,569
40.01 - 50.00 ............. 11 137,732,246 4.8 $12,521,113
50.01 - 55.00 ............. 8 65,909,678 2.3 $ 8,238,710
55.01 - 60.00 ............. 16 155,532,184 5.4 $ 9,720,762
60.01 - 65.00 ............. 24 313,842,915 10.9 $13,076,788
65.01 - 70.00 ............. 61 1,008,894,521 35.0 $16,539,254
70.01 - 75.00 ............. 23 967,505,000 33.5 $42,065,435
75.01 - 79.73 ............. 4 87,450,000 3.0 $21,862,500
-- -------------- -----
167 $2,884,319,234 100.0% $17,271,373
=== ============== =====
WTD. AVG.
STATED
REMAINING
RANGE OF MATURITY DATE OR HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DATE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- --------------------------- -------------- -------------- -------------- ---------- -------------- ----------
0.00 - 5.00 ............... $ 9,000,000 56.3% 1.0% 221 1.66x 5.439%
15.01 - 20.00 ............. $ 2,989,046 40.9% 17.7% 119 1.74x 5.290%
20.01 - 30.00 ............. $ 15,443,544 53.7% 23.3% 119 1.71x 5.305%
30.01 - 40.00 ............. $ 52,100,000 38.9% 35.0% 96 3.05x 4.869%
40.01 - 50.00 ............. $ 93,300,000 51.9% 47.7% 93 2.64x 4.900%
50.01 - 55.00 ............. $ 24,000,000 63.6% 52.8% 112 1.73x 5.289%
55.01 - 60.00 ............. $ 39,000,000 64.4% 57.5% 110 1.69x 5.191%
60.01 - 65.00 ............. $ 65,188,000 72.0% 62.9% 119 1.43x 5.303%
65.01 - 70.00 ............. $200,000,000 73.5% 68.4% 104 1.43x 5.222%
70.01 - 75.00 ............. $194,500,000 76.9% 72.5% 97 1.36x 5.263%
75.01 - 79.73 ............. $ 41,000,000 79.5% 79.1% 101 1.57x 5.061%
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-148
RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE MATURITY DATE OR
ANTICIPATED REPAYMENT DATE
% OF
RANGE OF MATURITY DATE OR AGGREGATE CUT-OFF DATE AVERAGE
ANTICIPATED REPAYMENT NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE
DATE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- -------------- -------------- --------------
0.00 - 5.00 ............... 1 $ 4,800,000 1.2% $ 4,800,000
40.01 - 50.00 ............. 3 12,079,148 3.1 $ 4,026,383
55.01 - 60.00 ............. 10 39,468,214 10.1 $ 3,946,821
60.01 - 65.00 ............. 16 81,643,154 20.9 $ 5,102,697
65.01 - 70.00 ............. 31 171,288,734 43.8 $ 5,525,443
70.01 - 74.85 ............. 5 82,018,000 21.0 $16,403,600
-- ------------ -----
66 $391,297,249 100.0% $ 5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING
RANGE OF MATURITY DATE OR HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
DATE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- --------------------------- -------------- -------------- -------------- ---------- -------------- ----------
0.00 - 5.00 ............... $ 4,800,000 42.5% 0.0% 180 1.55x 5.040%
40.01 - 50.00 ............. $ 5,716,324 58.9% 48.5% 116 1.64x 5.556%
55.01 - 60.00 ............. $15,000,000 69.4% 58.8% 119 1.24x 5.156%
60.01 - 65.00 ............. $34,000,000 72.8% 63.1% 117 1.29x 5.241%
65.01 - 70.00 ............. $36,000,000 77.7% 67.0% 115 1.32x 5.263%
70.01 - 74.85 ............. $30,080,000 77.7% 73.9% 96 1.40x 5.110%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF MORTGAGE RATES FOR ALL MORTGAGE LOANS
% OF
AGGREGATE CUT-OFF AVERAGE
NUMBER OF CUT-OFF DATE DATE POOL CUT-OFF DATE
RANGE OF MORTGAGE RATES (%) LOANS BALANCE BALANCE BALANCE
- ------------------------------ ----------- ----------------- ----------- --------------
4.755 - 5.249 ................ 78 $1,538,321,489 47.0% $19,722,070
5.250 - 5.499 ................ 127 1,598,567,870 48.8 $12,587,149
5.500 - 5.749 ................ 24 121,506,150 3.7 $ 5,062,756
5.750 - 5.999 ................ 3 10,855,046 0.3 $ 3,618,349
6.000 - 6.090 ................ 1 6,365,927 0.2 $ 6,365,927
--- -------------- -----
233 $3,275,616,483 100.0% $14,058,440
=== ============== =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
RANGE OF MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ------------------------------ -------------- -------------- -------------- ---------- -------------- ----------
4.755 - 5.249 ................ $182,500,000 70.0% 64.4% 99 1.65x 5.045%
5.250 - 5.499 ................ $200,000,000 73.7% 67.1% 110 1.39x 5.348%
5.500 - 5.749 ................ $ 23,750,000 73.0% 58.0% 127 1.44x 5.586%
5.750 - 5.999 ................ $ 5,716,324 64.9% 26.3% 173 1.57x 5.845%
6.000 - 6.090 ................ $ 6,365,927 71.9% 65.2% 59 1.75x 6.090%
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-149
RANGE OF MORTGAGE RATES FOR LOAN GROUP 1 MORTGAGE LOANS
% OF
AGGREGATE CUT-OFF DATE AVERAGE
NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE
RANGE OF MORTGAGE RATES (%) LOANS BALANCE BALANCE BALANCE
- ----------------------------- ----------- ----------------- -------------- --------------
4.755 - 5.249 ............... 58 $1,288,573,268 44.7% $22,216,780
5.250 - 5.499 ............... 86 1,481,251,458 51.4 $17,223,854
5.500 - 5.749 ............... 20 102,989,858 3.6 $ 5,149,493
5.750 - 5.999 ............... 2 5,138,721 0.2 $ 2,569,361
6.000 - 6.090 ............... 1 6,365,927 0.2 $ 6,365,927
-- -------------- -----
167 $2,884,319,234 100.0% $17,271,373
=== ============== =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
RANGE OF MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ----------------------------- -------------- -------------- -------------- ---------- -------------- ----------
4.755 - 5.249 ............... $182,500,000 69.0% 64.0% 96 1.71x 5.026%
5.250 - 5.499 ............... $200,000,000 73.5% 67.3% 109 1.40x 5.352%
5.500 - 5.749 ............... $ 23,750,000 72.9% 56.9% 132 1.46x 5.587%
5.750 - 5.999 ............... $ 3,791,717 72.8% 1.2% 239 1.24x 5.950%
6.000 - 6.090 ............... $ 6,365,927 71.9% 65.2% 59 1.75x 6.090%
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF MORTGAGE RATES FOR LOAN GROUP 2 MORTGAGE LOANS
% OF
AGGREGATE CUT-OFF DATE AVERAGE
NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE
RANGE OF MORTGAGE RATES (%) LOANS BALANCE BALANCE BALANCE
- ----------------------------- ----------- -------------- -------------- --------------
4.950 - 5.249 ............... 20 $249,748,221 63.8% $12,487,411
5.250 - 5.499 ............... 41 117,316,412 30.0 $ 2,861,376
5.500 - 5.749 ............... 4 18,516,292 4.7 $ 4,629,073
5.750 - 5.750 ............... 1 5,716,324 1.5 $ 5,716,324
-- ------------ -----
66 $391,297,249 100.0% $ 5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
RANGE OF MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ----------------------------- -------------- -------------- -------------- ---------- -------------- ----------
4.950 - 5.249 ............... $36,000,000 74.9% 66.8% 111 1.36x 5.144%
5.250 - 5.499 ............... $11,100,000 75.9% 63.4% 118 1.25x 5.305%
5.500 - 5.749 ............... $ 6,530,000 73.4% 64.3% 98 1.32x 5.581%
5.750 - 5.750 ............... $ 5,716,324 57.7% 48.9% 114 1.87x 5.750%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-150
RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR ALL MORTGAGE LOANS
% OF
RANGE OF ORIGINAL TERM TO AGGREGATE CUT-OFF AVERAGE
MATURITY OR ANTICIPATED NUMBER OF CUT-OFF DATE DATE POOL CUT-OFF DATE
REPAYMENT DATE (MONTHS) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- ---------------- ----------- --------------
0 - 60 .................... 14 $ 609,264,038 18.6% $43,518,860
61 - 84 ................... 14 263,256,831 8.0 $18,804,059
109 - 120 ................. 199 2,370,300,802 72.4 $11,911,059
169 - 180 ................. 3 18,656,091 0.6 $ 6,218,697
229 - 240 ................. 2 5,138,721 0.2 $ 2,569,361
289 - 300 ................. 1 9,000,000 0.3 $ 9,000,000
--- -------------- -----
233 $3,275,616,483 100.0% $14,058,440
=== ============== =====
WTD. AVG.
STATED
REMAINING
RANGE OF ORIGINAL TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- --------------------------- -------------- -------------- -------------- ---------- -------------- ----------
0 - 60 .................... $182,500,000 72.8% 71.3% 58 1.56x 5.148%
61 - 84 ................... $ 93,300,000 56.0% 53.3% 83 2.53x 4.964%
109 - 120 ................. $200,000,000 73.6% 66.0% 119 1.40x 5.261%
169 - 180 ................. $ 8,706,091 49.1% 0.2% 179 1.61x 5.161%
229 - 240 ................. $ 3,791,717 72.8% 1.2% 239 1.24x 5.950%
289 - 300 ................. $ 9,000,000 65.2% 2.1% 300 1.28x 5.570%
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR LOAN GROUP 1 MORTGAGE LOANS
% OF
RANGE OF ORIGINAL TERM TO AGGREGATE CUT-OFF DATE AVERAGE
MATURITY OR ANTICIPATED NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE
REPAYMENT DATE (MONTHS) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- ---------------- -------------- --------------
0 - 60 .................... 14 $ 609,264,038 21.1% $43,518,860
61 - 84 ................... 5 188,710,831 6.5 $37,742,166
109 - 120 ................. 143 2,058,349,553 71.4 $14,394,053
169 - 180 ................. 2 13,856,091 0.5 $ 6,928,045
229 - 240 ................. 2 5,138,721 0.2 $ 2,569,361
289 - 300 ................. 1 9,000,000 0.3 $ 9,000,000
--- -------------- -----
167 $2,884,319,234 100.0% $17,271,373
=== ============== =====
WTD. AVG.
STATED
REMAINING
RANGE OF ORIGINAL TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- --------------------------- -------------- -------------- -------------- ---------- -------------- ----------
0 - 60 .................... $182,500,000 72.8% 71.3% 58 1.56x 5.148%
61 - 84 ................... $ 93,300,000 47.6% 46.2% 82 3.03x 4.851%
109 - 120 ................. $200,000,000 73.4% 66.2% 119 1.40x 5.268%
169 - 180 ................. $ 8,706,091 51.4% 0.3% 179 1.63x 5.203%
229 - 240 ................. $ 3,791,717 72.8% 1.2% 239 1.24x 5.950%
289 - 300 ................. $ 9,000,000 65.2% 2.1% 300 1.28x 5.570%
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-151
RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR LOAN GROUP 2 MORTGAGE LOANS
% OF
RANGE OF ORIGINAL TERM TO AGGREGATE CUT-OFF DATE AVERAGE
MATURITY OR ANTICIPATED NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE
REPAYMENT DATE (MONTHS) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- -------------- -------------- --------------
61 - 84 ................... 9 $ 74,546,000 19.1% $8,282,889
109 - 120 ................. 56 311,951,249 79.7 $5,570,558
169 - 180 ................. 1 4,800,000 1.2 $4,800,000
-- ------------ -----
66 $391,297,249 100.0% $5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING
RANGE OF ORIGINAL TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- --------------------------- -------------- -------------- -------------- ---------- -------------- ----------
61 - 84 ................... $30,080,000 77.1% 71.3% 84 1.27x 5.252%
109 - 120 ................. $36,000,000 74.8% 65.0% 119 1.34x 5.217%
169 - 180 ................. $ 4,800,000 42.5% 0.0% 180 1.55x 5.040%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE
% OF
RANGE OF REMAINING TERM TO AGGREGATE CUT-OFF AVERAGE
MATURITY OR ANTICIPATED NUMBER OF CUT-OFF DATE DATE POOL CUT-OFF DATE
REPAYMENT DATE (MONTHS) LOANS BALANCE BALANCE BALANCE
- ---------------------------- ----------- ---------------- ----------- --------------
0 - 60 ..................... 14 $ 609,264,038 18.6% $43,518,860
61 - 84 .................... 14 263,256,831 8.0 $18,804,059
109 - 120 .................. 199 2,370,300,802 72.4 $11,911,059
169 - 180 .................. 3 18,656,091 0.6 $ 6,218,697
229 - 240 .................. 2 5,138,721 0.2 $ 2,569,361
289 - 300 .................. 1 9,000,000 0.3 $ 9,000,000
--- -------------- -----
233 $3,275,616,483 100.0% $14,058,440
=== ============== =====
WTD. AVG.
STATED
REMAINING
RANGE OF REMAINING TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ---------------------------- -------------- -------------- -------------- ---------- -------------- ----------
0 - 60 ..................... $182,500,000 72.8% 71.3% 58 1.56x 5.148%
61 - 84 .................... $ 93,300,000 56.0% 53.3% 83 2.53x 4.964%
109 - 120 .................. $200,000,000 73.6% 66.0% 119 1.40x 5.261%
169 - 180 .................. $ 8,706,091 49.1% 0.2% 179 1.61x 5.161%
229 - 240 .................. $ 3,791,717 72.8% 1.2% 239 1.24x 5.950%
289 - 300 .................. $ 9,000,000 65.2% 2.1% 300 1.28x 5.570%
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-152
RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE
% OF
RANGE OF ORIGINAL TERM TO AGGREGATE CUT-OFF DATE AVERAGE
MATURITY OR ANTICIPATED NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE
REPAYMENT DATE (MONTHS) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- ---------------- -------------- --------------
0 - 60 .................... 14 $ 609,264,038 21.1% $43,518,860
61 - 84 ................... 5 188,710,831 6.5 $37,742,166
109 - 120 ................. 143 2,058,349,553 71.4 $14,394,053
169 - 180 ................. 2 13,856,091 0.5 $ 6,928,045
229 - 240 ................. 2 5,138,721 0.2 $ 2,569,361
289 - 300 ................. 1 9,000,000 0.3 $ 9,000,000
--- -------------- -----
167 $2,884,319,234 100.0% $17,271,373
=== ============== =====
WTD. AVG.
STATED
REMAINING
RANGE OF ORIGINAL TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- --------------------------- -------------- -------------- -------------- ---------- -------------- ----------
0 - 60 .................... $182,500,000 72.8% 71.3% 58 1.56x 5.148%
61 - 84 ................... $ 93,300,000 47.6% 46.2% 82 3.03x 4.851%
109 - 120 ................. $200,000,000 73.4% 66.2% 119 1.40x 5.268%
169 - 180 ................. $ 8,706,091 51.4% 0.3% 179 1.63x 5.203%
229 - 240 ................. $ 3,791,717 72.8% 1.2% 239 1.24x 5.950%
289 - 300 ................. $ 9,000,000 65.2% 2.1% 300 1.28x 5.570%
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE
% OF
RANGE OF REMAINING TERM AGGREGATE CUT-OFF DATE AVERAGE
TO MATURITY OR ANTICIPATED NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE
REPAYMENT DATE (MONTHS) LOANS BALANCE BALANCE BALANCE
- ---------------------------- ----------- -------------- -------------- --------------
61 - 84 .................... 9 $ 74,546,000 19.1% $8,282,889
109 - 120 .................. 56 311,951,249 79.7 $5,570,558
169 - 180 .................. 1 4,800,000 1.2 $4,800,000
-- ------------ -----
66 $391,297,249 100.0% $5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING
RANGE OF REMAINING TERM HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
TO MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY CUT-OFF DATE MORTGAGE
REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ---------------------------- -------------- -------------- -------------- ---------- -------------- ----------
61 - 84 .................... $30,080,000 77.1% 71.3% 84 1.27x 5.252%
109 - 120 .................. $36,000,000 74.8% 65.0% 119 1.34x 5.217%
169 - 180 .................. $ 4,800,000 42.5% 0.0% 180 1.55x 5.040%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-153
RANGE OF REMAINING AMORTIZATION TERMS
FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE
RANGE OF AGGREGATE % OF AVERAGE
REMAINING AMORTIZATION NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
TERMS (MONTHS)(1) OF LOANS BALANCE POOL BALANCE BALANCE
- --------------------------- ---------- ---------------- -------------- --------------
85 - 120 .................. 1 $ 2,285,346 0.1% $ 2,285,346
145 - 180 ................. 9 53,080,074 1.6 $ 5,897,786
229 - 264 ................. 3 12,112,323 0.4 $ 4,037,441
265 - 300 ................. 22 315,093,906 9.6 $14,322,450
349 - 360 ................. 162 1,814,825,584 55.4 $11,202,627
Varies .................... 2 34,043,750 1.0 $17,021,875
Non-Amortizing ............ 34 1,044,175,500 31.9 $30,711,044
--- -------------- -----
233 $3,275,616,483 100.0% $14,058,440
=== ============== =====
WTD. AVG.
STATED
REMAINING WTD. AVG.
RANGE OF HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
REMAINING AMORTIZATION CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
TERMS (MONTHS)(1) BALANCE LTV RATIO MATURITY(2) (MOS.)(2) RATIO RATE
- --------------------------- -------------- -------------- -------------- ----------- ---------- ----------
85 - 120 .................. $ 2,285,346 13.4% 0.1% 119 4.28x 5.200%
145 - 180 ................. $ 15,443,544 51.4% 14.9% 140 1.67x 5.253%
229 - 264 ................. $ 6,973,602 70.1% 27.9% 169 1.22x 5.685%
265 - 300 ................. $ 65,188,000 69.6% 56.0% 118 1.50x 5.351%
349 - 360 ................. $194,500,000 75.9% 68.0% 112 1.33x 5.261%
Varies .................... $ 18,800,000 77.4% 67.9% 119 1.28x 5.176%
Non-Amortizing ............ $200,000,000 66.7% 66.7% 88 1.84x 5.097%
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
The weighted average remaining amortization term for all Mortgage Loans
(excluding non-amortizing loans and those that vary) is 346 months.
(1) The remaining amortization term shown for any Mortgage Loan that is
interest-only for part of its term does not include the number of months
during which it is interest-only, but rather is the number of months
remaining at the end of such interest-only period.
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF REMAINING AMORTIZATION TERMS
FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE
RANGE OF AGGREGATE % OF AVERAGE
REMAINING AMORTIZATION NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
TERMS (MONTHS)(1) OF LOANS BALANCE GROUP 1 BALANCE BALANCE
- --------------------------- ---------- ---------------- ----------------- --------------
85 - 120 .................. 1 $ 2,285,346 0.1% $ 2,285,346
145 - 180 ................. 8 48,280,074 1.7 $ 6,035,009
229 - 264 ................. 3 12,112,323 0.4 $ 4,037,441
265 - 300 ................. 21 312,597,759 10.8 $14,885,608
349 - 360 ................. 99 1,460,374,482 50.6 $14,751,257
Varies .................... 2 34,043,750 1.2 $17,021,875
Non-amortizing ............ 33 1,014,625,500 35.2 $30,746,227
- --------------------------- -- -------------- -----
167 $2,884,319,234 100.0% $17,271,373
=== ============== =====
WTD. AVG.
STATED
REMAINING WTD. AVG.
RANGE OF HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
REMAINING AMORTIZATION CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
TERMS (MONTHS)(1) BALANCE LTV RATIO MATURITY(2) (MOS.)(2) RATIO RATE
- --------------------------- -------------- -------------- -------------- ----------- ---------- ----------
85 - 120 .................. $ 2,285,346 13.4% 0.1% 119 4.28x 5.200%
145 - 180 ................. $ 15,443,544 52.2% 16.3% 136 1.69x 5.275%
229 - 264 ................. $ 6,973,602 70.1% 27.9% 169 1.22x 5.685%
265 - 300 ................. $ 65,188,000 69.6% 56.1% 118 1.50x 5.349%
349 - 360 ................. $194,500,000 76.0% 68.5% 112 1.34x 5.265%
Varies .................... $ 18,800,000 77.4% 67.9% 119 1.28x 5.176%
Non-amortizing ............ $200,000,000 66.4% 66.4% 87 1.85x 5.101%
- ----------------------------
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
The weighted average remaining amortization term for all Loan Group 1 Mortgage
Loans (excluding non-amortizing loans and those that vary) is 344 months.
(1) The remaining amortization term shown for any Mortgage Loan that is
interest-only for part of its term does not include the number of months
during which it is interest-only, but rather is the number of months
remaining at the end of such interest-only period.
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-154
RANGE OF REMAINING AMORTIZATION TERMS
FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE
RANGE OF AGGREGATE % OF AVERAGE
REMAINING AMORTIZATION NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
TERMS (MONTHS)(1) OF LOANS BALANCE GROUP 2 BALANCE BALANCE
- --------------------------- ---------- -------------- ----------------- --------------
145 - 180 ................. 1 $ 4,800,000 1.2% $ 4,800,000
265 - 300 ................. 1 2,496,147 0.6 $ 2,496,147
349 - 360 ................. 63 354,451,102 90.6 $ 5,626,208
Non-amortizing ............ 1 29,550,000 7.6 $29,550,000
-- ------------ -----
66 $391,297,249 100.0% $ 5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING WTD. AVG.
RANGE OF HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
REMAINING AMORTIZATION CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
TERMS (MONTHS)(1) BALANCE LTV RATIO MATURITY(2) (MOS.)(2) RATIO RATE
- --------------------------- -------------- -------------- -------------- ----------- ---------- ----------
145 - 180 ................. $ 4,800,000 42.5% 0.0% 180 1.55x 5.040%
265 - 300 ................. $ 2,496,147 60.9% 46.5% 119 1.72x 5.570%
349 - 360 ................. $36,000,000 75.4% 65.6% 111 1.30x 5.244%
Non-amortizing ............ $29,550,000 74.8% 74.8% 118 1.66x 4.950%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
The weighted average remaining amortization term for all Loan Group 2 Mortgage
Loans (excluding non-amortizing loans) is 356 months.
(1) The remaining amortization term shown for any Mortgage Loan that is
interest-only for part of its term does not include the number of months
during which it is interest-only, but rather is the number of months
remaining at the end of such interest-only period.
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
AMORTIZATION TYPES FOR ALL MORTGAGE LOANS
AGGREGATE % OF AVERAGE
NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
AMORTIZATION TYPES OF LOANS BALANCE POOL BALANCE BALANCE
- ----------------------------- ---------- ----------------- -------------- --------------
Interest-only, Amortizing
Balloon(2) ................. 88 $1,538,524,000 47.0% $17,483,227
Interest Only ............... 15 940,828,500 28.7 $62,721,900
Amortizing Balloon .......... 97 589,258,007 18.0 $ 6,074,825
Interest-only, ARD .......... 19 103,347,000 3.2 $ 5,439,316
Interest-only, Amortizing
ARD(2) ..................... 3 43,745,750 1.3 $14,581,917
Fully Amortizing ............ 7 35,080,158 1.1 $ 5,011,451
Amortizing ARD .............. 4 24,833,068 0.8 $ 6,208,267
-- -------------- -----
233 $3,275,616,483 100.0% $14,058,440
=== ============== =====
WTD. AVG.
STATED
REMAINING WTD. AVG.
HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
AMORTIZATION TYPES BALANCE LTV RATIO MATURITY(1) (MOS.)(1) RATIO RATE
- ----------------------------- -------------- -------------- -------------- ----------- ---------- ----------
Interest-only, Amortizing
Balloon(2) ................. $194,500,000 75.7% 68.3% 114 1.33x 5.283%
Interest Only ............... $200,000,000 66.3% 66.3% 85 1.84x 5.088%
Amortizing Balloon .......... $ 69,000,000 71.9% 59.2% 106 1.44x 5.250%
Interest-only, ARD .......... $ 41,000,000 69.7% 69.7% 116 1.85x 5.176%
Interest-only, Amortizing
ARD(2) ..................... $ 18,800,000 77.3% 67.2% 119 1.27x 5.199%
Fully Amortizing ............ $ 9,000,000 54.4% 0.8% 215 1.64x 5.384%
Amortizing ARD .............. $ 12,971,957 70.2% 60.2% 99 1.39x 5.308%
$200,000,000 71.9% 65.4% 105 1.52X 5.218%
- -------
(1) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(2) These Mortgage Loans require payments of interest-only for a period of 6 to
84 months from origination prior to the commencement of payments of
principal and interest.
S-155
AMORTIZATION TYPES FOR LOAN GROUP 1 MORTGAGE LOANS
AGGREGATE % OF AVERAGE
NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
AMORTIZATION TYPES OF LOANS BALANCE GROUP 1 BALANCE BALANCE
- ----------------------------- ---------- ----------------- ----------------- --------------
Interest-only, Amortizing
Balloon(2) ................. 70 $1,336,588,000 46.3% $19,094,114
Interest Only ............... 14 911,278,500 31.6 $65,091,321
Amortizing Balloon .......... 51 434,246,758 15.1 $ 8,514,642
Interest-only, ARD .......... 19 103,347,000 3.6 $ 5,439,316
Interest-only, Amortizing
ARD(2) ..................... 3 43,745,750 1.5 $14,581,917
Fully Amortizing ............ 6 30,280,158 1.0 $ 5,046,693
Amortizing ARD .............. 4 24,833,068 0.9 $ 6,208,267
-- -------------- -----
167 $2,884,319,234 100.0% $17,271,373
=== ============== =====
WTD. AVG.
STATED
REMAINING WTD. AVG.
HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
AMORTIZATION TYPES BALANCE LTV RATIO MATURITY(1) (MOS.)(1) RATIO RATE
- ----------------------------- -------------- -------------- -------------- ----------- ---------- ----------
Interest-only, Amortizing
Balloon(2) ................. $194,500,000 75.8% 68.4% 116 1.34x 5.293%
Interest Only ............... $200,000,000 66.1% 66.1% 84 1.85x 5.092%
Amortizing Balloon .......... $ 69,000,000 70.5% 57.9% 101 1.50x 5.239%
Interest-only, ARD .......... $ 41,000,000 69.7% 69.7% 116 1.85x 5.176%
Interest-only, Amortizing
ARD(2) ..................... $ 18,800,000 77.3% 67.2% 119 1.27x 5.199%
Fully Amortizing ............ $ 9,000,000 56.3% 1.0% 221 1.66x 5.439%
Amortizing ARD .............. $ 12,971,957 70.2% 60.2% 99 1.39x 5.308%
$200,000,000 71.5% 65.3% 104 1.54X 5.217%
- -------
(1) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(2) These Mortgage Loans require payments of interest-only for a period of 6 to
84 months from origination prior to the commencement of payments of
principal and interest.
AMORTIZATION TYPES FOR LOAN GROUP 2 MORTGAGE LOANS
AGGREGATE % OF AVERAGE
NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
AMORTIZATION TYPES OF LOANS BALANCE GROUP 2 BALANCE BALANCE
- ----------------------------- ---------- -------------- ----------------- --------------
Interest-only, Amortizing
Balloon(2) ................. 18 $201,936,000 51.6% $11,218,667
Amortizing Balloon .......... 46 155,011,249 39.6 $ 3,369,810
Interest Only ............... 1 29,550,000 7.6 $29,550,000
Fully Amortizing ............ 1 4,800,000 1.2 $ 4,800,000
-- ------------ -----
66 $391,297,249 100.0% $ 5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING WTD. AVG.
HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
AMORTIZATION TYPES BALANCE LTV RATIO MATURITY(1) (MOS.)(1) RATIO RATE
- ----------------------------- -------------- -------------- -------------- ----------- ---------- ----------
Interest-only, Amortizing
Balloon(2) ................. $36,000,000 74.9% 67.4% 107 1.31x 5.220%
Amortizing Balloon .......... $15,300,000 75.8% 63.0% 117 1.30x 5.282%
Interest Only ............... $29,550,000 74.8% 74.8% 118 1.66x 4.950%
Fully Amortizing ............ $ 4,800,000 42.5% 0.0% 180 1.55x 5.040%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
(1) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(2) These Mortgage Loans require payments of interest-only for a period of 12
to 48 months from origination prior to the commencement of payments of
principal and interest.
S-156
RANGE OF OCCUPANCY RATES FOR ALL MORTGAGE LOANS
AGGREGATE % OF AVERAGE
RANGE OF OCCUPANCY NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
RATES (%)(1) OF LOANS BALANCE POOL BALANCE BALANCE
- -------------------- ---------- ----------------- -------------- --------------
55.00 - 59.99 ...... 1 $ 4,100,000 0.1% $ 4,100,000
65.00 - 69.99 ...... 5 80,008,000 2.4 $16,001,600
70.00 - 74.99 ...... 5 16,391,446 0.5 $ 3,278,289
75.00 - 79.99 ...... 8 45,457,852 1.4 $ 5,682,231
80.00 - 84.99 ...... 12 373,160,630 11.4 $31,096,719
85.00 - 89.99 ...... 24 409,274,097 12.5 $17,053,087
90.00 - 94.99 ...... 49 686,350,967 21.0 $14,007,163
95.00 - 99.99 ...... 41 763,714,047 23.3 $18,627,172
100.00 - 100.00 .... 74 671,727,765 20.5 $ 9,077,402
-- -------------- ----
219 $3,050,184,803 93.1% $13,927,784
=== ============== ====
WTD. AVG.
STATED
REMAINING WTD. AVG.
HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
RANGE OF OCCUPANCY CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
RATES (%)(1) BALANCE LTV RATIO MATURITY(2) (MOS.)(2) RATIO RATE
- -------------------- -------------- -------------- -------------- ----------- ---------- ----------
55.00 - 59.99 ...... $ 4,100,000 76.5% 70.8% 118 1.37x 5.285%
65.00 - 69.99 ...... $ 69,000,000 74.6% 68.9% 65 1.46x 5.127%
70.00 - 74.99 ...... $ 6,200,000 69.2% 62.7% 112 1.40x 5.254%
75.00 - 79.99 ...... $ 12,800,000 75.0% 68.7% 118 1.26x 5.293%
80.00 - 84.99 ...... $125,500,000 63.6% 60.0% 102 2.12x 5.046%
85.00 - 89.99 ...... $101,500,000 71.2% 67.4% 95 1.55x 5.144%
90.00 - 94.99 ...... $142,625,000 74.7% 68.2% 108 1.38x 5.277%
95.00 - 99.99 ...... $200,000,000 73.3% 66.4% 116 1.39x 5.317%
100.00 - 100.00 .... $182,500,000 74.1% 66.8% 100 1.46x 5.134%
$200,000,000 72.4% 66.3% 105 1.51X 5.206%
- -------
(1) Occupancy rates were calculated based upon rent rolls made available to
the applicable Mortgage Loan Seller by the related borrowers as of the
rent roll date set forth on Annex A-1 to this prospectus supplement, but
excludes 14 Mortgage Loans secured by hospitality properties,
representing 6.9% of the Cut-off Date Pool Balance.
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF OCCUPANCY RATES FOR LOAN GROUP 1 MORTGAGE LOANS
AGGREGATE % OF AVERAGE
RANGE OF OCCUPANCY NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
RATES (%)(1) OF LOANS BALANCE GROUP 1 BALANCE BALANCE
- ----------------------- ---------- ----------------- ----------------- --------------
55.00 - 59.99 ......... 1 $ 4,100,000 0.1% $ 4,100,000
65.00 - 69.99 ......... 3 73,600,000 2.6 $24,533,333
70.00 - 74.99 ......... 4 13,343,446 0.5 $ 3,335,862
75.00 - 79.99 ......... 7 44,460,000 1.5 $ 6,351,429
80.00 - 84.99 ......... 9 354,596,000 12.3 $39,399,556
85.00 - 89.99 ......... 15 310,617,727 10.8 $20,707,848
90.00 - 94.99 ......... 26 557,271,537 19.3 $21,433,521
95.00 - 99.99 ......... 25 645,890,088 22.4 $25,835,604
100.00 - 100.00 ....... 63 655,008,756 22.7 $10,396,964
-- -------------- ----
153 $2,658,887,554 92.2% $17,378,350
=== ============== ====
WTD. AVG.
STATED
REMAINING WTD. AVG.
HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
RANGE OF OCCUPANCY CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
RATES (%)(1) BALANCE LTV RATIO MATURITY(2) (MOS.)(2) RATIO RATE
- ----------------------- -------------- -------------- -------------- ----------- ---------- ----------
55.00 - 59.99 ......... $ 4,100,000 76.5% 70.8% 118 1.37x 5.285%
65.00 - 69.99 ......... $ 69,000,000 74.8% 69.1% 64 1.45x 5.121%
70.00 - 74.99 ......... $ 6,200,000 67.2% 60.5% 118 1.40x 5.266%
75.00 - 79.99 ......... $ 12,800,000 74.9% 68.7% 118 1.26x 5.293%
80.00 - 84.99 ......... $125,500,000 63.0% 59.5% 103 2.16x 5.038%
85.00 - 89.99 ......... $101,500,000 69.6% 66.6% 88 1.58x 5.149%
90.00 - 94.99 ......... $142,625,000 74.3% 68.6% 108 1.40x 5.284%
95.00 - 99.99 ......... $200,000,000 73.7% 67.6% 116 1.40x 5.327%
100.00 - 100.00 ....... $182,500,000 74.0% 66.8% 99 1.46x 5.131%
$200,000,000 72.0% 66.5% 104 1.54X 5.204%
- -------
(1) Occupancy rates were calculated based upon rent rolls made available to
the applicable Mortgage Loan Seller by the related borrowers as of the
rent roll dates set forth on Annex A-1 to this prospectus supplement, but
excludes 14 Mortgage Loans secured by hospitality properties representing
7.8% of the Cut-Off Date Group 1 Balance.
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-157
RANGE OF OCCUPANCY RATES FOR LOAN GROUP 2 MORTGAGE LOANS
AGGREGATE % OF AVERAGE
RANGE OF OCCUPANCY NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
RATES (%) OF LOANS BALANCE GROUP 2 BALANCE BALANCE
- ----------------------- ---------- -------------- ----------------- --------------
65.00 - 69.99 ......... 2 $ 6,408,000 1.6% $ 3,204,000
70.00 - 74.99 ......... 1 3,048,000 0.8 $ 3,048,000
75.00 - 79.99 ......... 1 997,852 0.3 $ 997,852
80.00 - 84.99 ......... 3 18,564,630 4.7 $ 6,188,210
85.00 - 89.99 ......... 9 98,656,370 25.2 $10,961,819
90.00 - 94.99 ......... 23 129,079,430 33.0 $ 5,612,149
95.00 - 99.99 ......... 16 117,823,959 30.1 $ 7,363,997
100.00 - 100.00 ....... 11 16,719,009 4.3 $ 1,519,910
-- ------------ -----
66 $391,297,249 100.0% $ 5,928,746
== ============ =====
WTD. AVG.
STATED
REMAINING WTD. AVG.
HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF WTD. AVG.
RANGE OF OCCUPANCY CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY DATE DSC MORTGAGE
RATES (%) BALANCE LTV RATIO MATURITY* (MOS.)* RATIO RATE
- ----------------------- -------------- -------------- -------------- ----------- ---------- ----------
65.00 - 69.99 ......... $ 3,717,000 72.8% 67.4% 84 1.50x 5.200%
70.00 - 74.99 ......... $ 3,048,000 78.2% 72.3% 84 1.41x 5.200%
75.00 - 79.99 ......... $ 997,852 79.8% 66.3% 118 1.35x 5.260%
80.00 - 84.99 ......... $12,359,000 75.0% 68.8% 87 1.24x 5.205%
85.00 - 89.99 ......... $36,000,000 76.3% 69.8% 117 1.47x 5.130%
90.00 - 94.99 ......... $30,080,000 76.6% 66.3% 108 1.26x 5.251%
95.00 - 99.99 ......... $34,000,000 71.2% 59.9% 120 1.31x 5.265%
100.00 - 100.00 ....... $ 4,310,720 78.8% 65.4% 118 1.25x 5.260%
$36,000,000 74.9% 65.4% 113 1.33X 5.222%
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION(1)(2)(3)
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%
--------- --------- --------- --------- ---------
Cut-Off Date Pool
Balance Outstanding (in
millions) ................. $ 3,275.62 $ 3,264.11 $ 3,249.12 $ 3,229.97 $ 3,204.52
---------- ---------- ---------- ---------- ----------
% of Cut-Off Date 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%
--------- --------- --------- --------- --------- ------
Cut-Off Date Pool
Balance Outstanding (in
millions) ................. $ 2,578.90 $ 2,545.32 $ 2,254.97 $ 2,217.46 $ 2,177.84 $ 62.76
---------- ---------- ---------- ---------- ---------- --------
% of Cut-Off Date 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 an ARD Loan will be repaid in full on its
Anticipated Repayment Date), if any.
(2) Based upon the assumptions set forth in footnote (1) above, after October
2015, the outstanding loan balances represent less than 1.92% of the
Cut-Off Date Pool Balance.
(3) Assumes yield maintenance with respect to the Mortgage Loans which allow
the borrower to choose yield maintenance or defeasance.
S-158
PERCENTAGE OF LOAN GROUP 1 BY PREPAYMENT RESTRICTION(1)(2)(3)
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 an ARD Loan will be repaid in full on its
Anticipated Repayment Date), if any.
(2) Based upon the assumptions set forth in footnote (1) above, after October
2015, the outstanding loan balances represent less than 2.11% of the
Cut-Off Date Group 1 Balance.
(3) Assumes yield maintenance with respect to the Mortgage Loans which allow
the borrower to choose yield maintenance or defeasance.
PERCENTAGE OF LOAN GROUP 2 BY PREPAYMENT RESTRICTION(1)(2)
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
--------- --------- -------- -------- --------
% of 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
-------- -------- -------- -------- -------- --------
% of 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 an ARD Loan will be repaid in full on its
Anticipated Repayment Date), if any.
(2) Based upon the assumptions set forth in footnote (1) above, after October
2015, the outstanding loan balances represent less than 0.52% of the
Cut-off Date Group 2 Balance.
S-159
TWENTY LARGEST MORTGAGE LOANS
The following table and summaries describe the twenty largest Mortgage
Loans in the Mortgage Pool by Cut-Off Date Balance:
% OF
NUMBER OF APPLICABLE
MORTGAGE % OF CUT-OFF
LOANS/ CUT-OFF DATE
NUMBER OF CUT-OFF DATE LOAN
MORTGAGE MORTGAGED LOAN DATE POOL GROUP
LOAN NAME LOAN SELLER PROPERTIES GROUP BALANCE(1) BALANCE BALANCE
- -------------------------------- ------------- ------------ ------- ----------------- --------- -----------
85 Tenth Avenue ................ Wachovia 1/1 1 $ 200,000,000 6.1% 6.9%
NGP Rubicon GSA Pool ........... Artesia 1/14 1 194,500,000 5.9 6.7%
1000 & 1100 Wilson ............. Wachovia 1/1 1 182,500,000 5.6 6.3%
Abbey Pool ..................... Wachovia 1/20 1 142,625,000 4.4 4.9%
Metropolitan Square ............ Wachovia 1/1 1 125,500,000 3.8 4.4%
Extra Space Self Storage
Portfolio #5 .................. Wachovia 23/23 1 112,000,000 3.4 3.9%
San Felipe Plaza ............... Nomura 1/1 1 101,500,000 3.1 3.5%
Extra Space Teamsters Pool...... Wachovia 1/28 1 93,300,000 2.8 3.2%
180 Madison Avenue ............. Wachovia 1/1 1 75,000,000 2.3 2.6%
2500 City West ................. Nomura 1/1 1 70,000,000 2.1 2.4%
------ -------------- ----
32/91 $1,296,925,000 39.6%
====== ============== ====
Bryan Tower .................... Wachovia 1/1 1 $ 69,000,000 2.1% 2.4%
6116 Executive Boulevard ....... Wachovia 1/1 1 65,188,000 2.0 2.3%
Fath Portfolio ................. Nomura 7/7 2 63,516,000 1.9 16.2%
Crossings at Corona -- Phase
III(3) ........................ Nomura 1/1 1 62,000,000 1.9 2.1%
Hilton Garden Inn --
Washington, DC ................ Wachovia 1/1 1 61,000,000 1.9 2.1%
1370 Broadway .................. Wachovia 1/1 1 60,000,000 1.8 2.1%
Extra Space VRS Pool ........... Wachovia 1/22 1 52,100,000 1.6 1.8%
City Place Retail Center ....... Wachovia 1/1 1 51,000,000 1.6 1.8%
110 North Wacker Drive ......... Wachovia 1/1 1 48,000,000 1.5 1.7%
Park Place II .................. Wachovia 1/1 1 44,687,500 1.4 1.5%
------ -------------- ----
16/37 $ 576,491,500 17.6%
------ -------------- ----
48/128 $1,873,416,500 57.2%
====== ============== ====
LOAN
BALANCE CUT-OFF LTV
PER SF/ DATE RATIO AT
UNIT/ LTV MATURITY MORTGAGE
LOAN NAME PROPERTY TYPE ROOM(2) DSCR(2) RATIO(2) OR ARD(2) RATE
- -------------------------------- ----------------------------- ----------- --------- ---------- ----------- -----------
85 Tenth Avenue ................ Office -- CBD $ 334 1.44x 68.0% 68.0% 5.260%
NGP Rubicon GSA Pool ........... Various $ 130 1.27x 79.9% 74.2% 5.460%
1000 & 1100 Wilson ............. Office -- Suburban $ 341 1.48x 73.9% 73.9% 4.970%
Abbey Pool ..................... Various $ 83 1.33x 74.7% 69.1% 5.190%
Metropolitan Square ............ Office -- CBD $ 127 1.45x 74.9% 71.1% 5.320%
Extra Space Self Storage
Portfolio #5 .................. Self Storage $ 68 1.27x 74.5% 69.0% 5.285%
San Felipe Plaza ............... Office -- Suburban $ 106 1.82x 69.0% 69.0% 5.280%
Extra Space Teamsters Pool...... Self Storage $ 47 3.04x 48.1% 48.1% 4.755%
180 Madison Avenue ............. Office -- CBD $ 297 1.20x 79.8% 71.3% 5.480%
2500 City West ................. Office -- Suburban $ 122 1.64x 72.9% 72.9% 5.280%
1.54X 72.2% 69.4% 5.228%
Bryan Tower .................... Office -- CBD $ 61 1.47x 74.8% 69.1% 5.110%
6116 Executive Boulevard ....... Office -- Suburban $ 315 1.20x 79.7% 62.7% 5.320%
Fath Portfolio ................. Multifamily -- Conventional $ 32,673 1.28x 77.6% 71.7% 5.200%
Crossings at Corona -- Phase
III(3) ........................ Retail -- Anchored $ 276 1.29x 80.0% 70.7% 5.020%
Hilton Garden Inn --
Washington, DC ................ Hospitality -- Full Service $203,333 1.35x 69.9% 62.6% 5.450%
1370 Broadway .................. Office -- CBD $ 240 1.20x 80.0% 71.4% 5.400%
Extra Space VRS Pool ........... Self Storage $ 38 3.76x 34.7% 34.7% 4.755%
City Place Retail Center ....... Retail -- Anchored $ 149 1.59x 69.0% 69.0% 4.920%
110 North Wacker Drive ......... Office -- CBD $ 212 1.52x 74.7% 68.8% 5.000%
Park Place II .................. 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 case of a concentration of cross-collateralized mortgage loans, the
aggregate principal balance.
(2) The NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan (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 both part of a split loan structure with
a Pari Passu Companion Loan which is not included in the Trust Fund. With
respect to these Mortgage Loans, unless otherwise specified, the
calculations of LTV ratios, DSC ratios and loan balance per square
foot/unit/room are based on the aggregate indebtedness or debt service on,
as applicable, of the applicable Mortgage Loan and its related Pari Passu
Companion Loan.
(3) With respect to the Crossings at Corona--Phase III mortgage loan the DSC
ratio was calculated taking into account various assumptions regarding the
financial performance of the related mortgaged property on a "stabilized"
basis that are consistent with the respective criteria set forth in the
related Mortgage Loan documents required to obtain a release of certain
escrows.
S-160
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
S-161
TENANT SUMMARY
- --------------------------------------------------------------------------------
NET % OF NET
RATINGS(1) RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- --------------------------------------------------------------------------------
GSA ................................. Aaa/AAA/AAA 225,000 37.6%
Level 3 Communications .............. NR/NR/NR 112,000 18.7
Lehman Brothers Holdings ............ A1/A/A+ 58,168 9.7
Moet Hennessey ...................... NR/NR/NR 56,000 9.4
National College Sports Network ..... NR/NR/NR 56,000 9.4
Non-major tenants ................... 83,785 14.0
Vacant .............................. 7,000 1.2
------- -----
TOTAL ............................... 597,953 100.0%
======= =====
% OF DATE OF
ACTUAL ACTUAL LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- ---------------------------------------------------------------------------------------------
GSA ................................. $43.30 $ 9,741,600 43.8% Multiple Spaces(2)
Level 3 Communications .............. $34.00 3,808,000 17.1 December 2017
Lehman Brothers Holdings ............ $44.26 2,574,572 11.6 February 2017
Moet Hennessey ...................... $31.00 1,736,000 7.8 March 2021
National College Sports Network ..... $28.23 1,580,880 7.1 August 2015
Non-major tenants ................... $33.58 2,813,089 12.6
Vacant .............................. 0 0.0
----------- -----
TOTAL ............................... $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.
S-162
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.
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.
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.
LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee-designated lock box account.
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.
S-163
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
S-164
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 326,306
Corp 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 97,256
Corps 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 118,040
Corps 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
PROPERTY NAME SF(2)(3) OCCUPANCY(4) % NCF VALUE PER SF(2)(3)
- ------------------------------------- ---------- -------------- ----------- ------------- ---------------- --------------
Rubicon NGP -- Burlington, NJ ....... $ 78 100.0% 98.0% $ 8,022,669 $ 101,000,000 $ 96
Rubicon NGP -- Sacramento, CA ....... $176 90.5% 91.5% 4,906,170 74,500,000 $228
Rubicon NGP -- Suffolk, VA .......... $158 100.0% 98.0% 4,547,117 68,500,000 $195
Rubicon NGP -- Washington, DC ....... $328 100.0% 98.0% 2,793,282 62,700,000 $428
Rubicon NGP -- Kansas City, KS ...... $197 100.0% 98.0% 2,987,353 45,000,000 $247
Rubicon NGP -- San Diego, CA ........ $163 100.0% 98.0% 2,144,405 26,500,000 $201
Rubicon NGP -- Concord, MA .......... $211 100.0% 98.0% 1,475,339 25,600,000 $263
Rubicon NGP -- Philadelphia, PA ..... $158 100.0% 98.0% 1,193,763 16,900,000 $190
Rubicon NGP -- Huntsville, AL ....... $118 100.0% 98.0% 1,163,951 17,200,000 $146
Rubicon NGP -- Houston, TX .......... $ 89 99.6% 98.0% 887,879 15,100,000 $109
Rubicon NGP -- Providence, RI ....... $ 93 100.0% 98.0% 1,844,123 15,000,000 $115
Rubicon NGP -- Aurora, CO ........... $ 63 100.0% 98.0% 740,467 8,000,000 $ 78
Rubicon NGP -- Lakewood, CO ......... $ 73 85.0% 85.7% 424,695 6,700,000 $ 90
Rubicon NGP -- Norfolk, VA .......... $ 65 100.0% 98.0% 357,587 4,300,000 $ 80
----------- -------------
TOTAL/WEIGHTED AVERAGE .............. $130 98.6% 96.7% $33,488,800 $ 487,000,000 $163
=========== =============
ALLOCATED
PROPERTY NAME LTV(3)
- ------------------------------------- ----------
Rubicon NGP -- Burlington, NJ ....... 81.2%
Rubicon NGP -- Sacramento, CA ....... 77.1%
Rubicon NGP -- Suffolk, VA .......... 81.2%
Rubicon NGP -- Washington, DC ....... 76.7%
Rubicon NGP -- Kansas City, KS ...... 80.0%
Rubicon NGP -- San Diego, CA ........ 81.2%
Rubicon NGP -- Concord, MA .......... 80.0%
Rubicon NGP -- Philadelphia, PA ..... 82.8%
Rubicon NGP -- Huntsville, AL ....... 81.2%
Rubicon NGP -- Houston, TX .......... 81.2%
Rubicon NGP -- Providence, RI ....... 81.2%
Rubicon NGP -- Aurora, CO ........... 81.2%
Rubicon NGP -- Lakewood, CO ......... 81.2%
Rubicon NGP -- Norfolk, VA .......... 81.2%
TOTAL/WEIGHTED AVERAGE .............. 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.
S-165
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.
S-166
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 this
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.
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.
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.
LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are
deposited into a mortgagee-designated lockbox account.
PARTIAL DEFEASANCE: The borrowers may defease any individual Mortgaged Property
at 125% of such individual Mortgaged Property's allocated loan amount, provided
that certain conditions have been met.
S-167
MANAGEMENT. CB Richard Ellis, Inc. ("CBRE") is the property manager for the
Mortgaged Properties securing the NGP Rubicon GSA Pool Loan. CBRE has managed
this portfolio of properties for the prior owner for several years and will
continue in that capacity under the new ownership. CBRE is a full-service real
estate services company. Together, CBRE and its partner and affiliate offices
have more than 17,000 employees in over 300 offices across more than 50
countries worldwide.
S-168
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
S-169
TENANT SUMMARY
- ---------------------------------------------------------------------------------
NET % OF NET
RATINGS(1) RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- -------------------------------------- ------------------- ----------- ----------
General Services Administration ...... Aaa/AAA/AAA 191,909 17.9%
Northrop Grumman ..................... Baa2/BBB/BBB 130,419 12.2
Raytheon Company ..................... Baa3/BBB/BBB 116,128 10.9
WJLA-TV .............................. NR/NR/NR 84,423 7.9
SRI International Inc ................ NR/NR/NR 59,361 5.6
Non-major tenants .................... 487,323 45.6
Vacant ............................... 0 0.0
--------- -----
TOTAL ................................ 1,069,563 100.0%
========= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- -------------------------------------- ---------- --------------- ---------- -------------------
General Services Administration ...... $32.26 $ 6,191,698 16.1% Multiple Spaces(2)
Northrop Grumman ..................... $39.74 5,182,735 13.5 Multiple Spaces(3)
Raytheon Company ..................... $34.04 3,952,665 10.3 August 2013
WJLA-TV .............................. $31.63 2,670,181 7.0 Multiple Spaces(4)
SRI International Inc ................ $34.42 2,043,256 5.3 June 2017
Non-major tenants .................... $37.61 18,329,140 47.8
Vacant ............................... 0 0.0
------------ -----
TOTAL ................................ $ 38,369,675 100.0%
============ =====
(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.
S-170
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.
THE BORROWERS. The borrowers are Arland Twin Towers, LLC, Twin Towers Property
Associates, LLC, Arland Twin Towers II, LLC and Twin Towers II Property
Associates, LLC, each a special purpose entity. Legal counsel to the borrowers
delivered a non-consolidation opinion in connection with the origination of the
1000 & 1100 Wilson Loan. The sponsor is Beacon Capital Strategic Partners III,
L.P., an office-focused private equity fund, with over $1 billion of committed
equity capital.
THE PROPERTY. The Mortgaged Property is an approximately 1,069,563 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.
LOCKBOX ACCOUNT. All tenant payments due under the applicable tenant leases are
deposited into a mortgagee-designated lockbox account.
MANAGEMENT. Rosslyn Manager LLC is the property manager for the Mortgaged
Property securing the 1000 & 1100 Wilson Loan.
S-171
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
S-172
ABBEY POOL SUMMARY
- -----------------------------------------------------------------------------------
CUT-OFF
DATE
ALLOCATED BALANCE
CUT-OFF YEAR PER
DATE BUILT / SQUARE SQUARE
PROPERTY NAME BALANCE RENOVATED FOOTAGE FOOT
- --------------------------------- -------------- ----------- ------------ ---------
Transpark Office Complex $ 20,175,000 1984 208,975 $ 97
Colton Courtyard 14,100,000 1989 122,082 $115
Sierra Gateway Business Center 13,950,000 1992 131,917 $106
10th Street Commerce Center 10,275,000 1970 96,567 $106
Transpark Industrial Complex 10,275,000 1984 218,261 $ 47
Palmdale Place Commerce Center 10,125,000 1986 85,152 $119
Fresno Industrial Center 7,875,000 1989 265,085 $ 30
Nevada Street Plaza 7,725,000 1985 126,292 $ 61
Tozai Plaza 7,275,000 1986 39,349 $185
Upland Commerce Center 5,880,000 2005 47,545 $124
Rancho Carmel Commerce Center 5,400,000 1988 26,978 $200
Braden Court 4,425,000 1984 29,987 $148
Airpark Plaza 4,370,000 1988 86,334 $ 51
30th Street Commerce Center 3,900,000 1987 33,022 $118
Atlantic Plaza 3,600,000 1942 31,281 $115
Diamond Bar Commerce Center 3,375,000 1980 20,528 $164
Goodrich Office Park 2,700,000 1948/1999 26,200 $103
Garden Grove Town Center 2,625,000 1981 12,560 $209
Anaheim Stadium Industrial Park 2,400,000 1981 89,616 $ 27
25th Street Commerce Center 2,175,000 1989 17,488 $124
------------ -------
$142,625,000 1,715,219 $ 83
============ =========
UNDERWRITTEN APPRAISED
NET VALUE
UW CASH APPRAISED PER
PROPERTY NAME OCCUPANCY* OCCUPANCY FLOW VALUE SF
- --------------------------------- ------------ ----------- -------------- -------------- ----------
Transpark Office Complex 91.9% 90.0% $ 1,850,841 $ 26,900,000 $129
Colton Courtyard 99.2% 95.0% 1,186,343 18,800,000 $154
Sierra Gateway Business Center 93.8% 94.0% 1,327,901 18,600,000 $141
10th Street Commerce Center 68.9% 82.0% 719,743 13,700,000 $142
Transpark Industrial Complex 100.0% 100.0% 950,540 13,700,000 $ 63
Palmdale Place Commerce Center 100.0% 95.0% 883,026 13,500,000 $159
Fresno Industrial Center 100.0% 95.0% 709,766 10,500,000 $ 40
Nevada Street Plaza 95.9% 95.0% 689,235 10,300,000 $ 82
Tozai Plaza 92.4% 92.3% 721,556 9,700,000 $247
Upland Commerce Center 93.7% 92.8% 519,229 8,400,000 $177
Rancho Carmel Commerce Center 100.0% 95.0% 463,809 7,200,000 $267
Braden Court 100.0% 95.0% 387,124 5,900,000 $197
Airpark Plaza 64.1% 67.3% 298,749 6,100,000 $ 71
30th Street Commerce Center 100.0% 95.0% 359,745 5,200,000 $157
Atlantic Plaza 65.6% 66.0% 210,997 4,800,000 $153
Diamond Bar Commerce Center 100.0% 95.0% 329,781 4,500,000 $219
Goodrich Office Park 100.0% 95.0% 270,872 3,600,000 $137
Garden Grove Town Center 100.0% 95.0% 215,061 3,500,000 $279
Anaheim Stadium Industrial Park 100.0% 95.0% 219,375 3,200,000 $ 36
25th Street Commerce Center 100.0% 95.0% 209,469 2,900,000 $166
----------- ------------
93.6% 91.6% $12,523,159 $191,000,000 $111
=========== ============
* Occupancy date as of September 29, 2005, for all properties.
S-173
TENANT SUMMARY
- ----------------------------------------------------------------------------------
RATINGS* NET RENTABLE % OF NET
TENANT MOODY'S/S&P/FITCH AREA (SF) RENTABLE AREA
- ------------------------------- ------------------- -------------- ---------------
TOP 10 TENANTS
Sony Music Entertainment, Inc. A1/A/A- 200,085 11.7%
Loveland Baptist Church ....... NR/NR/NR 70,340 4.1
County of Los Angeles (Dept
Children & Family Services) . NR/NR/NR 49,500 2.9
Lunada Bay Corporation ........ NR/NR/NR 41,931 2.4
Maiselle's Furniture Outlet ... NR/NR/NR 37,752 2.2
Eubanks Engineering Co. ....... NR/NR/NR 32,609 1.9
The Hudson Group, Inc. ........ NR/NR/NR 32,400 1.9
Orange County - SSA/C.A.S.T ... NR/NR/NR 29,987 1.7
Curtis Movers, Inc. ........... NR/NR/NR 28,800 1.7
Zonson Company, Inc. .......... NR/NR/NR 27,520 1.6
Non-major tenants ............. 1,055,297 61.5
Vacant ........................ 108,998 6.4
--------- -----
TOTAL ......................... 1,715,219 100.0%
========= =====
ACTUAL DATE OF
RENT % OF LEASE
TENANT PSF ACTUAL RENT ACTUAL RENT EXPIRATION
- ------------------------------- ---------- ------------- ------------- ---------------
TOP 10 TENANTS
Sony Music Entertainment, Inc. $ 3.14 $ 628,267 3.8% July 2007
Loveland Baptist Church ....... $ 6.84 481,126 2.9 December 2011
County of Los Angeles (Dept
Children & Family Services) . $17.40 861,300 5.2 February 2015
Lunada Bay Corporation ........ $ 6.82 285,900 1.7 August 2007
Maiselle's Furniture Outlet ... $ 5.28 199,331 1.2 October 2009
Eubanks Engineering Co. ....... $ 6.00 195,654 1.2 December 2006
The Hudson Group, Inc. ........ $ 6.00 194,400 1.2 November 2015
Orange County - SSA/C.A.S.T ... $21.38 641,122 3.9 September 2009
Curtis Movers, Inc. ........... $ 5.88 169,344 1.0 July 2009
Zonson Company, Inc. .......... $ 4.68 128,794 0.8 September 2008
Non-major tenants ............. $11.97 12,628,076 76.9
Vacant ........................ 0 0.0
----------- -----
TOTAL ......................... $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.
S-174
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.
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.
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%.
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.
MANAGEMENT. The Abbey Management Company, LLC, an affiliate of the sponsor, is
the property manager for the Mortgaged Properties securing the Abbey Pool Loan.
S-175
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
TRUST ASSET MORTGAGE 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
S-176
TENANT SUMMARY
- -------------------------------------------------------------------------------
NET % OF NET
RATINGS RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ------------------------------------ ------------------- ----------- ----------
Bryan Cave, LLP .................... NR/NR/NR 222,194 22.5%
Armstrong Teasdale, LLP ............ NR/NR/NR 134,947 13.7
HOK Group, Inc. .................... NR/NR/NR 56,874 5.8
Senniger, Powers, Leavitt, & Roedel NR/NR/NR 45,973 4.7
St. Louis Regional Commerce and
Growth Association ............... NR/NR/NR 40,934 4.1
Non-major tenants .................. 334,572 33.9
Vacant ............................. 151,806 15.4
------- -----
TOTAL .............................. 987,300 100.0%
======= =====
% OF DATE OF
ACTUAL ACTUAL LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------------ ---------- ------------- ---------- --------------
Bryan Cave, LLP .................... $17.09 $ 3,797,578 23.4% June 2022
Armstrong Teasdale, LLP ............ $22.52 3,038,751 18.7 June 2010
HOK Group, Inc. .................... $17.00 966,858 6.0 December 2014
Senniger, Powers, Leavitt, & Roedel $26.76 1,230,192 7.6 August 2008
St. Louis Regional Commerce and
Growth Association ............... $18.00 736,812 4.5 March 2008
Non-major tenants .................. $19.32 6,464,574 39.8
Vacant ............................. 0 0.0
----------- -----
TOTAL ............................. $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.
S-177
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 this 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.
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.
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.
LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee-designated lock box account.
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.
S-178
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
S-179
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.
S-180
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.
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.
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%.
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 Mortgaged 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.
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.
S-181
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
TRUST ASSET (FULLY 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 this 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) a 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
S-182
TENANT SUMMARY
- ----------------------------------------------------------------------------------
% OF NET
RATINGS(1) NET RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ------------------------------------ ------------------- -------------- ----------
Pride International(2) ............. Ba2/BB/BB- 110,966 11.6%
Jardine Lloyd Thompson ............. NR/NR/NR 49,529 5.2
J. Walter Thompson, USA ............ Baa2/BBB+/BBB 41,975 4.4
Raymond James & Associates ......... NR/NR/NR 36,297 3.8
Hanover Company .................... NR/NR/NR 36,615 3.8
Non-major tenants .................. 545,886 56.9
Vacant ............................. 138,198 14.4
------- -----
TOTAL .............................. 959,466 100.0%
======= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------------ ---------------- ------------- ---------- -------------------
Pride International(2) ............. $19.94 $ 2,213,016 14.2% Multiple Spaces(3)
Jardine Lloyd Thompson ............. $ 2.77(4) $ 137,136 0.9 Multiple Spaces(5)
J. Walter Thompson, USA ............ $21.00 $ 881,472 5.6 December 2006
Raymond James & Associates ......... $20.00 $ 725,940 4.6 February 2008
Hanover Company .................... $20.51 $ 750,888 4.8 Multiple Spaces(6)
Non-major tenants .................. $20.21 $10,923,708 69.9
Vacant ............................. 0
----------- -----
TOTAL .............................. $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.
S-183
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.
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).
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 6,587
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.
LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee-designated lock box account.
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.
S-184
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 Fund, 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
S-185
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 Mortgaged Properties.
S-186
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.
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.
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%.
LOCKBOX ACCOUNT. The related Mortgage Loan documents do not require a lockbox
account.
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.
S-187
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
S-188
TENANT SUMMARY
- ---------------------------------------------------------------------------------
NET % OF NET
RATINGS RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- -------------------------------------- ------------------- ----------- ----------
Vandale Industries, Inc. ............. NR/NR/NR 22,871 9.1%
International Intimates, Inc. ........ NR/NR/NR 22,529 8.9
The Natori Company, Inc. ............. NR/NR/NR 21,759 8.6
Age Group, Ltd. ...................... NR/NR/NR 19,480 7.7
Kellwood Company ..................... NR/NR/NR 17,621 7.0
Non-major tenants .................... 135,558 53.7
Vacant ............................... 12,685 5.0
------- -----
TOTAL ................................ 252,503 100.0%
======= =====
DATE OF
ACTUAL % OF LEASE
TENANT RENT PSF ACTUAL RENT ACTUAL RENT EXPIRATION
- -------------------------------------- ---------- ------------- ------------- -----------------
Vandale Industries, Inc. ............. $28.99 $ 663,113 7.6% December 2015
International Intimates, Inc. ........ $35.24 793,811 9.1 March 2015
The Natori Company, Inc. ............. $22.33 485,900 5.6 September 2015
Age Group, Ltd. ...................... $29.88 582,091 6.7 December 2014
Kellwood Company ..................... $35.79 630,683 7.3 Multiple Spaces*
Non-major tenants .................... $40.84 5,536,328 63.7
Vacant ............................... 0 0.0
---------- -----
TOTAL ............................... $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.
S-189
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.
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.
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.
LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee-designated lockbox account.
MANAGEMENT. SITT Asset Management LLC, an affiliate of the sponsors, is the
property manager for the Mortgaged Property securing the 180 Madison Avenue
Loan.
S-190
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
TRUST MORTGAGE LOAN
ASSET (FULLY 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 this 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%, 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
S-191
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.
S-192
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.
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.
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).
LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee-designated lock box account.
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.
S-193
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
Fee and
TYPE OF SECURITY 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
TRUST ASSET MORTGAGE 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.
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
S-194
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.
S-195
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.
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
S-196
TENANT SUMMARY
----------------------------------------------------------------------------
NET % OF NET
RATINGS(1) RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ----------------------------------- ------------------- ----------- ----------
National Institutes of Health ..... Aaa/AAA/AAA 178,979 86.4%
Funds Management .................. NR/NR/NR 6,337 3.1
Buchbinder, Tunick & Company ...... NR/NR/NR 5,679 2.7
Wells Fargo ....................... Aa1/AA-/AA 5,436 2.6
Cardiology Consultants ............ NR/NR/NR 2,662 1.3
Non-major tenants ................. 2,000 1.0
Vacant ............................ 5,962 2.9
------- -----
TOTAL ............................. 207,055 100.0%
======= =====
% OF DATE OF
ACTUAL ACTUAL ACTUAL LEASE
TENANT RENT PSF RENT RENT EXPIRATION
- ----------------------------------- ---------- ------------- ---------- -------------------
National Institutes of Health ..... $39.15 $7,007,625 91.8% Multiple Spaces(2)
Funds Management .................. $25.67 162,671 2.1 May 2008
Buchbinder, Tunick & Company ...... $24.70 140,271 1.8 September 2007
Wells Fargo ....................... $33.77 183,574 2.4 December 2005
Cardiology Consultants ............ $27.15 72,273 0.9 December 2007
Non-major tenants ................. $35.20 70,400 0.9
Vacant ............................ 0 0.0
---------- -----
TOTAL ............................ $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.
S-197
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 RESERVE $25,000(3)
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT RESERVE $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.
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 $5,019,663
UW NET OPERATING INCOME (NOI) $5,841,726
UW NET CASH FLOW (NCF) $5,355,976
S-198
FATH PORTFOLIO
- --------------------------------------------------------------------------------------
NO. OF APPROXIMATE APPROXIMATE ACTUAL
UNIT MIX 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
S-199
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 taking into account
various assumptions regarding the financial performance of the related
Mortgaged Property on a "stabilized" basis that are consistent with the
respective performance related criteria required to obtain the release of
certain escrows, including the letter of credit, pursuant to the related
Mortgage Loan documents.
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
S-200
TENANT SUMMARY
- --------------------------------------------------------------------------------
NET % OF NET
RATINGS* RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ------------------------------------- ------------------- ----------- ----------
Edwards Theatres, Inc. .............. NR/NR/NR 80,585 35.9%
Barnes & Noble Booksellers, Inc...... Ba2/NR/NR 25,023 11.1
Pier 1 Imports (U.S.), Inc. ......... Ba2/BB/NR 10,800 4.8
BJ's Restaurant, Inc. ............... NR/NR/NR 8,500 3.8
University Restaurant Group, Inc.
dba King's Seafood Company ........ NR/NR/NR 8,000 3.6
Non-major tenants ................... 49,835 22.2
Vacant .............................. 41,766 18.6
------ -----
TOTAL ............................... 224,509 100.0%
======= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------------- ---------- ------------- ---------- --------------
Edwards Theatres, Inc. .............. $19.00 $1,531,115 35.6% November 2019
Barnes & Noble Booksellers, Inc...... $15.17 379,599 8.8 January 2015
Pier 1 Imports (U.S.), Inc. ......... $21.00 226,800 5.3 April 2015
BJ's Restaurant, Inc. ............... $24.71 210,000 4.9 April 2020
University Restaurant Group, Inc.
dba King's Seafood Company ........ $26.25 210,000 4.9 January 2021
Non-major tenants ................... $35.07 1,747,839 40.6
Vacant .............................. 0 0.0
---------- -----
TOTAL ............................... $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 % OF CUMULATIVE % OF % OF
# OF LEASES RENT/SF TOTAL SF TOTAL SF % OF SF ACTUAL RENT ACTUAL RENT
YEAR (1) ROLLING ROLLING ROLLING ROLLING(2) ROLLING(2) 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.
S-201
Hilton Garden Inn -- Washington, DC
LOAN INFORMATION
----------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $61,000,000
PERCENTAGE OF CUT-OFF DATE 1.9%
POOL BALANCE
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.
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
S-202
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
S-203
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
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
S-204
TENANT SUMMARY
- ------------------------------------------------------------------------------------
% OF NET
RATINGS NET RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- -------------------------------------- ------------------- -------------- ----------
Rosenthal & Rosenthal, Inc. .......... NR/NR/NR 52,938 21.1%
Paul Davril, Inc. (Kenneth Cole) ..... NR/NR/NR 40,353 16.1
Espirit US Distribution Limited ...... NR/NR/NR 28,562 11.4
Outer Stuff, Ltd. .................... NR/NR/NR 22,156 8.8
Big Manhattan, Inc. .................. NR/NR/NR 15,856 6.3
Non-major tenants .................... 75,129 30.0
Vacant ............................... 15,523 6.2
------ -----
TOTAL ................................ 250,517 100.0%
======= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- -------------------------------------- ---------- ------------- ---------- ---------------
Rosenthal & Rosenthal, Inc. .......... $31.20 $1,651,560 23.2% March 2012
Paul Davril, Inc. (Kenneth Cole) ..... $28.34 1,143,602 16.0 February 2015
Espirit US Distribution Limited ...... $30.00 856,860 12.0 September 2007
Outer Stuff, Ltd. .................... $32.75 725,507 10.2 February 2012
Big Manhattan, Inc. .................. $27.54 436,674 6.1 May 2014
Non-major tenants .................... $30.79 2,312,876 32.5
Vacant ............................... 0 0.0
---------- -----
TOTAL ................................ $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.
S-205
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
SPONSOR Prudential Real Estate Investors on 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.
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.
S-206
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.
S-207
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
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
S-208
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.
S-209
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.
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
S-210
TENANT SUMMARY
- -----------------------------------------------------------------------------------
NET % OF NET
RATINGS RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ---------------------------------------- ------------------- ----------- ----------
General Growth Management, Inc. ........ NR/NR/NR 226,750 100.0%
Vacant ................................. 0 0.0
------- -----
TOTAL .................................. 226,750 100.0%
======= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- ---------------------------------------- ---------- ------------- ----------- --------------
General Growth Management, Inc. ........ $21.21 $4,809,368 100.0% October 2019
Vacant ................................. 0 0.0
---------- -----
TOTAL .................................. $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.
S-211
Park Place II
LOAN INFORMATION
---------------------------------------------------------------------------
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $44,687,500
PERCENTAGE OF CUT-OFF DATE POOL 1.4%
BALANCE
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.
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
S-212
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.
S-213
THE MORTGAGE LOAN SELLERS
The Depositor will acquire the Mortgage Loans from the Mortgage Loan
Sellers on or prior to the Closing Date pursuant to separate mortgage loan
purchase agreements (each, a "Mortgage Loan Purchase Agreement" and together,
the "Mortgage Loan Purchase Agreements"). The Mortgage Loan Sellers originated
or acquired the Mortgage Loans as described above under "--Mortgage Loan
History."
One hundred thirty-seven (137) of the Mortgage Loans (the "Wachovia
Mortgage Loans"), representing 71.0% of the Cut-Off Date Pool Balance (127
Mortgage Loans in Loan Group 1 or 75.9% of the Cut-Off Date Group 1 Balance and
10 Mortgage Loans in Loan Group 2 or 35.4% of the Cut-Off Date Group 2 Balance)
were originated or acquired by Wachovia Bank, National Association
("Wachovia"). Wachovia is a national banking association whose principal
offices are located in Charlotte, North Carolina. Wachovia's business is
subject to examination and regulation by federal banking authorities and its
primary federal bank regulatory authority is the Office of the Comptroller of
the Currency. Wachovia is a wholly-owned subsidiary of Wachovia Corporation. As
of June 30, 2005, Wachovia had total assets of approximately $512 billion.
Wachovia is acting as the Master Servicer and is also the Class A-2PFL Swap
Counterparty and the Class A-MFL Swap Counterparty. Wachovia Capital Markets,
LLC is acting as an Underwriter for this transaction and is an affiliate of
Wachovia.
Eighty one (81) of the Mortgage Loans (the "Nomura Mortgage Loans"),
representing 20.5% of the Cut-Off Date Pool Balance (28 Mortgage Loans in Loan
Group 1 or 15.9% of the Cut-Off Date Group 1 Balance and 53 Mortgage Loans in
Loan Group 2 or 54.0% of the Cut-Off Date Group 2 Balance) were originated by
Nomura Credit & Capital, Inc. ("Nomura"). Nomura is a Delaware corporation
whose principal offices are located in New York, New York. Nomura is a
subsidiary of Nomura Holding America Inc., and an indirect subsidiary of Nomura
Holdings, Inc., which has a market capitalization of approximately $23 billion.
Nomura is primarily engaged in the business of originating and acquiring
mortgage loans and other assets. Nomura Securities International, Inc. is
acting as an Underwriter for this transaction and is an affiliate of Nomura.
Fifteen (15) of the Mortgage Loans (the "Artesia Mortgage Loans"),
representing 8.5% of the Cut-Off Date Pool Balance (12 Mortgage Loans in Loan
Group 1 or 8.2% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in
Loan Group 2 or 10.6% of the Cut-Off Date Group 2 Balance) were originated by
Artesia Mortgage Capital Corporation ("Artesia"). Artesia is a Delaware
corporation engaged in the business of originating and securitizing US
commercial mortgage loans. Its principal offices are located in the Seattle
suburb of Issaquah, Washington, Artesia is a wholly-owned subsidiary of Dexia
Bank which is rated "AA+" by Fitch, "AA" by S&P and "Aa2" by Moody's. Dexia
Bank is part of Dexia Group, a diversified financial services firm located in
Brussels, Belgium with a balance sheet of 389 billion EUR ($527 billion) and a
stock market capitalization of approximately 19 billion EUR ($26 billion) as of
December 2004.
Wachovia has no obligation to repurchase or substitute any of the Nomura
Mortgage Loans or the Artesia Mortgage Loans. Nomura has no obligation to
repurchase or substitute any of the Wachovia Mortgage Loans or the Artesia
Mortgage Loans. Artesia has no obligation to repurchase or substitute any of
the Wachovia Mortgage Loans or the Nomura Mortgage Loans.
All information concerning the Wachovia Mortgage Loans contained in or
used in the preparation of this prospectus supplement is as underwritten by
Wachovia. All information concerning the Nomura Mortgage Loans contained in or
used in the preparation of this prospectus supplement is as underwritten by
Nomura Credit & Capital, Inc. All information concerning the Artesia Mortgage
Loans contained in or used in the preparation of this prospectus supplement is
as underwritten by Artesia Mortgage Capital Corporation.
UNDERWRITING STANDARDS
General. Each Mortgage Loan Seller's commercial real estate finance or
commercial mortgage banking group has the authority, with the approval from the
appropriate credit committee, to originate fixed-rate, first lien mortgage
loans for securitization. Each Mortgage Loan Seller's commercial real estate
finance or commercial mortgage banking operation is staffed by real estate
professionals. Each Mortgage
S-214
Loan Seller's loan underwriting group is an integral component of the
commercial real estate finance or commercial mortgage banking group which also
includes groups responsible for loan origination and closing mortgage loans.
Upon receipt of a loan application, the respective Mortgage Loan Seller's
loan underwriters commence an extensive review of the borrower's financial
condition and creditworthiness and the real estate which will secure the loan.
Loan Analysis. Generally, each Mortgage Loan Seller performs both a credit
analysis and collateral analysis with respect to a loan applicant and the real
estate that will secure the loan. In general, credit analysis of the borrower
and the real estate includes a review of historical financial statements,
including rent rolls (generally unaudited), third party credit reports,
judgment, lien, bankruptcy and pending litigation searches and, if applicable,
the loan payment history of the borrower. Each Mortgage Loan Seller typically
performs a qualitative analysis which incorporates independent credit checks
and published debt and equity information with respect to certain principals of
the borrower as well as the borrower itself. Borrowers are generally required
to be single-purpose entities although they are generally not required to be
structured to limit the possibility of becoming insolvent or bankrupt. The
collateral analysis typically includes an analysis of the historical property
operating statements, rent rolls, operating budgets, a projection of future
performance, if applicable, and a review of tenant leases. Each Mortgage Loan
Seller generally requires third party appraisals, as well as environmental and
building condition reports. Each report is reviewed for acceptability by a
staff member of the applicable Mortgage Loan Seller or a third-party consultant
for compliance with program standards. Generally, the results of these reviews
are incorporated into the underwriting report. In some instances, one or more
provisions of the guidelines were waived or modified by the related Mortgage
Loan Seller where it was determined not to adversely affect related the
Mortgage Loans originated by it in any material respect.
Loan Approval. Prior to commitment, all Mortgage Loans must be approved by
the applicable Mortgage Loan Seller's credit committee in accordance with its
credit policies.
Debt Service Coverage Ratio and LTV Ratio. Each Mortgage Loan Seller's
underwriting standards generally mandate minimum debt service coverage ratios
and maximum loan-to-value ratios. The debt service coverage ratio guidelines
are generally calculated based on net cash flow at the time of origination. In
addition, each Mortgage Loan Seller's underwriting guidelines generally permit
a maximum amortization period of 30 years and, with respect to loans with
interest-only periods, a maximum amortization period of 30 years following the
interest-only period. However, notwithstanding such guidelines, in certain
circumstances the actual debt service coverage ratios, loan-to-value ratios and
amortization periods for the Mortgage Loans originated by each Mortgage Loan
Seller may vary from these guidelines.
Escrow Requirements. Generally, each Mortgage Loan Seller requires most
borrowers to fund various escrows for taxes and insurance, capital expenses and
replacement reserves. Generally, the required escrows for mortgage loans
originated by each Mortgage Loan Seller are as follows:
o Taxes--Typically an initial deposit and monthly escrow deposits equal to
1/12th of the annual property taxes (based on the most recent property
assessment and the current millage rate) are required to provide the
applicable Mortgage Loan Seller with sufficient funds to satisfy all
taxes and assessments. Each Mortgage Loan Seller may waive this escrow
requirement under certain circumstances.
o Insurance--If the property is insured under an individual policy (for
example, the property is not covered by a blanket policy), typically an
initial deposit and monthly escrow deposits equal to 1/12th of the annual
property insurance premium are required to provide the applicable
Mortgage Loan Seller with sufficient funds to pay all insurance premiums.
Each Mortgage Loan Seller may waive this escrow requirement under certain
circumstances.
o Replacement Reserves--Replacement reserves are generally calculated in
accordance with the expected useful life of the components of the
property during the term of the mortgage loan. An originator of a
Mortgage Loan may waive this escrow requirement under certain
circumstances.
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o Completion Repair/Environmental Remediation--Typically, a completion
repair or remediation reserve is required where an environmental or
engineering report suggests that such reserve is necessary. Upon funding
of the applicable Mortgage Loan, each Mortgage Loan Seller generally
requires that at least 110% of the estimated costs of repairs or
replacements be reserved and generally requires that repairs or
replacements be completed within a year after the funding of the
applicable Mortgage Loan. Each Mortgage Loan Seller may waive this escrow
requirement under certain circumstances.
o Tenant Improvement/Lease Commissions--In most cases, various tenants
have lease expirations within the Mortgage Loan term. To mitigate this
risk, special reserves may be required to be funded either at closing of
the Mortgage Loan and/or during the Mortgage Loan term to cover certain
anticipated leasing commissions or tenant improvement costs which might
be associated with re-leasing the space occupied by such tenants.
ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS
On the Closing Date, the Depositor will transfer the Mortgage Loans,
without recourse, to the Trustee for the benefit of the Certificateholders. In
connection with such transfer, the Depositor will require each Mortgage Loan
Seller to deliver to the Trustee or to a document custodian appointed by the
Trustee (a "Custodian"), among other things, the following documents with
respect to each Mortgage Loan originated by the applicable Mortgage Loan Seller
(the "Mortgage File"): (i) the original Mortgage Note, endorsed on its face or
by allonge attached thereto, without recourse, to the order of the Trustee or
in blank (or, if the original Mortgage Note has been lost, an affidavit to such
effect from the applicable Mortgage Loan Seller or another prior holder,
together with a copy of the Mortgage Note); (ii) the original or a copy of the
Mortgage, together with an original or copy of any intervening assignments of
the Mortgage, in each case (unless not yet returned by the applicable recording
office) with evidence of recording indicated thereon or certified by the
applicable recorder's office; (iii) the original or a copy of any related
assignment of leases and of any intervening assignments thereof (if such item
is a document separate from the Mortgage), in each case (unless not yet
returned by the applicable recording office) with evidence of recording
indicated thereon or certified by the applicable recorder's office; (iv) an
original assignment of the Mortgage in favor of the Trustee or in blank and
(subject to the completion of certain missing recording information) in
recordable form; (v) an original assignment of any related assignment of leases
(if such item is a document separate from the Mortgage) in favor of the Trustee
or in blank and (subject to the completion of certain missing recording
information) in recordable form; (vi) the original assignment of all unrecorded
documents relating to the Mortgage Loan, if not already assigned pursuant to
items (iv) or (v) above; (vii) originals or copies of all modification,
consolidation, assumption and substitution agreements in those instances in
which the terms or provisions of the Mortgage or Mortgage Note have been
modified or the Mortgage Loan has been assumed or consolidated; (viii) the
original or a copy of the policy or certificate of lender's title insurance
issued on the date of the origination of such Mortgage Loan, or, if such policy
has not been issued or located, an irrevocable, binding commitment (which may
be a marked version of the policy that has been executed by an authorized
representative of the title company or an agreement to provide the same
pursuant to binding escrow instructions executed by an authorized
representative of the title company or a "pro forma" title policy) to issue
such title insurance policy; (ix) any filed copies (bearing evidence of filing)
or other evidence of filing satisfactory to the Trustee of any UCC financing
statements, related amendments and continuation statements in the possession of
the applicable Mortgage Loan Seller; (x) an original assignment in favor of the
Trustee of any financing statement executed and filed in favor of the
applicable Mortgage Loan Seller in the relevant jurisdiction; (xi) any
intercreditor agreement relating to permitted debt (including mezzanine debt)
of the mortgagor; (xii) copies of any loan agreement, escrow agreement,
security agreement or letter of credit relating to such Mortgage Loan; (xiv)
copies of franchise agreements and franchisor comfort letters, if any, for
hospitality properties and any applicable transfer or assignment documents; and
(xiii) the original or copy of any ground lease, memorandum of ground lease,
ground lessor estoppel, environmental insurance policy, indemnity or guaranty
relating to such Mortgage Loan. Notwithstanding the foregoing, with respect to
the NGP Rubicon PSA Pool Loan and the 1000 & 1100 Wilson Loan, the 2005-C20
Trustee will hold the original documents related to the NGP Rubicon PSA Pool
Loan and the 1000 & 1100 Wilson
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Loan for the benefit of the 2005-C20 Trust Fund other than the related Mortgage
Notes which will be held by the Trustee under the Pooling and Servicing
Agreement.
As provided in the Pooling and Servicing Agreement, the Trustee or a
Custodian on its behalf is required to review each Mortgage File within a
specified period following its receipt thereof. If any of the documents
described in the preceding paragraph is found during the course of such review
to be missing from any Mortgage File or defective, and in either case such
omission or defect materially and adversely affects the value of the Mortgage
Loan, the interest of the Trust Fund or the interests of any Certificateholder,
the applicable Mortgage Loan Seller, if it does not deliver the document or
cure the defect (other than omissions solely due to a document not having been
returned by the related recording office) within a period of 90 days following
such Mortgage Loan Seller's receipt of notice thereof, will be obligated
pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant
rights under which will be assigned by the Depositor to the Trustee) to (1)
repurchase the affected Mortgage Loan within such 90-day period at a price (the
"Purchase Price") generally equal to the sum of (i) the unpaid principal
balance of such Mortgage Loan, (ii) the unpaid accrued interest on such
Mortgage Loan (calculated at the applicable Mortgage Rate) to but not including
the Due Date in the Collection Period in which the purchase is to occur and
(iii) certain Additional Trust Fund Expenses in respect of such Mortgage Loan,
including but not limited to, servicing expenses that are reimbursable to the
Master Servicer, the Special Servicer or the Trustee plus any interest thereon
and on any related P&I Advances or (2) substitute a Qualified Substitute
Mortgage Loan for such Mortgage Loan and pay the Master Servicer for deposit
into the Certificate Account a shortfall amount equal to the difference between
the Purchase Price of the deleted Mortgage Loan calculated as of the date of
substitution and the Stated Principal Balance of such Qualified Substitute
Mortgage Loan as of the date of substitution (the "Substitution Shortfall
Amount"); provided that, unless the breach would cause the Mortgage Loan not to
be a qualified mortgage within the meaning of Section 860G(a)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), the applicable Mortgage
Loan Seller will generally have an additional 90-day period to deliver the
document or cure the defect, as the case may be, if it is diligently proceeding
to effect such delivery or cure and provided further, no such document omission
or defect (other than with respect to the Mortgage Note, the Mortgage, the
title insurance policy, the ground lease or any letter of credit will be
considered to materially and adversely affect the interests of the
Certificateholders in, or the value of, the affected Mortgage Loans unless the
document with respect to which the document omission or defect exists is
required in connection with an imminent enforcement of the mortgagee's rights
or remedies under the related Mortgage Loan, defending any claim asserted by
any borrower or third party with respect to the Mortgage Loan, establishing the
validity or priority of any lien or any collateral securing the Mortgage Loan
or for any immediate significant servicing obligation.
The foregoing repurchase or substitution obligation constitutes the sole
remedy available to the Certificateholders and the Trustee for any uncured
failure to deliver, or any uncured defect in, a constituent Mortgage Loan
document. Each Mortgage Loan Seller is solely responsible for its repurchase or
substitution obligation, and such obligations will not be the responsibility of
the Depositor.
The Pooling and Servicing Agreement requires the Trustee promptly to cause
each of the assignments described in clauses (iv), (v) and (x) of the third
preceding paragraph to be submitted for recording or filing, as applicable, in
the appropriate public records. See "DESCRIPTION OF THE POOLING AND SERVICING
AGREEMENTS--Assignment of Mortgage Assets; Repurchases" in the accompanying
prospectus.
A "Qualified Substitute Mortgage Loan" is a mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due
during or prior to the month of substitution, not in excess of the Stated
Principal Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate
not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the
same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same
basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year
consisting of twelve 30-day months); (v) have a remaining term to stated
maturity not greater than, and not more than two years less than, the remaining
term to stated maturity of the deleted Mortgage Loan; (vi) have an original
loan-to-value ratio not higher than that of the deleted Mortgage Loan and a
current loan-to-value ratio not higher than the
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then-current loan-to-value ratio of the deleted Mortgage Loan; (vii) comply as
of the date of substitution with all of the representations and warranties set
forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an
environmental report with respect to the related Mortgaged Property which will
be delivered as a part of the related servicing file; (ix) have an original
debt service coverage ratio not less than the original debt service coverage
ratio of the deleted Mortgage Loan; (x) be determined by an opinion of counsel
to be a "qualified replacement mortgage" within the meaning of Section
860G(a)(4) of the Code; (xi) not have a maturity date after the date two years
prior to the Rated Final Distribution Date; (xii) not be substituted for a
deleted Mortgage Loan unless the Trustee has received prior confirmation in
writing by each Rating Agency that such substitution will not result in the
withdrawal, downgrade or qualification of the rating assigned by the Rating
Agency to any Class of Certificates then rated by the Rating Agency (the cost,
if any, of obtaining such confirmation to be paid by the applicable Mortgage
Loan Seller); (xiii) have a date of origination that is not more than 12 months
prior to the date of substitution; (xiv) have been approved by the Controlling
Class Representative; provided that a Controlling Class Representative has been
elected and such approval of the Controlling Class Representative may not be
unreasonably withheld; (xv) not be substituted for a deleted Mortgage Loan if
it would result in the termination of the REMIC status of any of the REMICs or
the imposition of tax on any of the REMICs other than a tax on income expressly
permitted or contemplated to be received by the terms of the Pooling and
Servicing Agreement; and (xvi) become a part of the same Loan Group as the
deleted Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more deleted Mortgage Loans, then the amounts described
in clause (i) shall be determined on the basis of aggregate principal balances
and the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided that no individual Mortgage Loan shall have a Mortgage
Rate, net of the related Administrative Cost Rate, that is less than the
highest Pass-Through Rate of any Class of Sequential Pay Certificates then
outstanding bearing a fixed rate. When a Qualified Substitute Mortgage Loan is
substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller
will be required to certify that such Mortgage Loan meets all of the
requirements of the above definition and shall send such certification to the
Trustee.
REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS
In each Mortgage Loan Purchase Agreement, the applicable Mortgage Loan
Seller has represented and warranted with respect to each Mortgage Loan
(subject to certain exceptions specified in each Mortgage Loan Purchase
Agreement), as of the Closing Date, or as of such other date specifically
provided in the representation and warranty, among other things, generally
that:
(i) other than payments due but not yet 30 days or more delinquent, to
the applicable Mortgage Loan Seller's actual knowledge as of the Cut-Off
Date, based upon due diligence customarily performed with the servicing of
comparable mortgage loans by prudent institutional lenders, there is no
material default, breach, violation or event of acceleration existing under
the related Mortgage or the related Mortgage Note, and, to the applicable
Mortgage Loan Seller's actual knowledge as of the Cut-Off Date, no event
(other than payments due but not yet delinquent) which, with the passage of
time or with notice and the expiration of any grace or cure period, would
constitute a material default, breach, violation or event of acceleration;
(ii) the information set forth in the schedule of Mortgage Loans
attached to the applicable Mortgage Loan Purchase Agreement (which contains
certain of the information set forth in Annex A-1 to this prospectus
supplement) was true and correct in all material respects as of the Cut-Off
Date;
(iii) as of the date of its origination, such Mortgage Loan complied in
all material respects with, or was exempt from, all requirements of
federal, state or local law relating to the origination of such Mortgage
Loan;
(iv) immediately prior to the sale, transfer and assignment to the
Depositor, the applicable Mortgage Loan Seller had good and marketable
title to, and was the sole owner of, each Mortgage Loan, and is
transferring the Mortgage Loan free and clear of any and all liens,
pledges, charges, security interests or any other ownership interests of
any nature encumbering such Mortgage Loan;
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(v) the proceeds of such Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder by the mortgagee;
(vi) each related Mortgage Note, Mortgage, assignment of leases, if any,
and other agreements executed in connection with such Mortgage Loan is the
legal, valid and binding obligation of the related mortgagor (subject to
any nonrecourse provisions therein and any state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its
terms, except (a) that certain provisions contained in such Mortgage Loan
documents are or may be unenforceable in whole or in part under applicable
state or federal laws, but neither the application of any such laws to any
such provision nor the inclusion of any such provision renders any of the
Mortgage Loan documents invalid as a whole and such Mortgage Loan documents
taken as a whole are enforceable to the extent necessary and customary for
the practical realization of the rights and benefits afforded thereby, and
(b) as such enforcement may be limited by bankruptcy, insolvency,
receivership, reorganization, moratorium, redemption, liquidation or other
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law);
(vii) as of the date of its origination, there was no valid offset,
defense, counterclaim, abatement or right to rescission with respect to any
of the related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, and, as of the Cut-Off Date, there was no valid
offset, defense, counterclaim or right to rescission with respect to such
Mortgage Note, Mortgage(s) or other agreements, except in each case, with
respect to the enforceability of any provisions requiring the payment of
default interest, late fees, additional interest, prepayment premiums or
yield maintenance charges;
(viii) each related assignment of the Mortgage and assignment of
assignment of leases from the applicable Mortgage Loan Seller to the
Trustee constitutes the legal, valid and binding first priority assignment
from such Mortgage Loan Seller (subject to the customary limitations set
forth in (v) above);
(ix) the related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property except for the exceptions set forth in paragraph
(v) above and (a) the lien of current real property taxes, ground rents,
water charges, sewer rents and assessments not yet due and payable, (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with
the mortgagor's ability to pay its obligations under the Mortgage Loan when
they become due or materially and adversely affects the value of the
Mortgaged Property, (c) the exceptions (general and specific) and
exclusions set forth in the related title insurance policy or appearing of
record, none of which, individually or in the aggregate, materially and
adversely interferes with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or with the mortgagor's
ability to pay its obligations under the Mortgage Loan when they become due
or materially and adversely affects the value of the Mortgaged Property,
(d) other matters to which like properties are commonly subject, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the mortgagor's ability to
pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (e)
the right of tenants (whether under ground leases, space leases or
operating leases) at the Mortgaged Property to remain following a
foreclosure or similar proceeding (provided that such tenants are
performing under such leases) and (f) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the Mortgage
for such other Mortgage Loan, none of which, individually or in the
aggregate, materially interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with
the mortgagor's ability to pay its obligations under the Mortgage Loan when
they become due or materially and adversely affects the value of the
Mortgaged Property;
(x) all real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the Mortgaged Property and that prior to
the Cut-Off Date have become delinquent in
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respect of the related Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been established;
(xi) to the applicable Mortgage Loan Seller's actual knowledge as of the
Cut-Off Date, and to the applicable Mortgage Loan Seller's actual knowledge
based solely upon due diligence customarily performed with the origination
of comparable mortgage loans by such Mortgage Loan Seller, each related
Mortgaged Property was free and clear of any material damage (other than
deferred maintenance for which escrows were established at origination)
that would affect materially and adversely the value of such Mortgaged
Property as security for the Mortgage Loan and to the applicable Mortgage
Loan Seller's actual knowledge as of the Cut-Off Date there was no
proceeding pending for the total or partial condemnation of such Mortgaged
Property;
(xii) as of the date of its origination, all insurance coverage required
under each related Mortgage, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage
lending institutions lending on the security of property comparable to the
related Mortgaged Property in the jurisdiction in which such Mortgaged
Property is located, and with respect to a fire and extended perils
insurance policy, was in an amount (subject to a customary deductible) at
least equal to the lesser of (a) the replacement cost of improvements
located on such Mortgaged Property, or (b) the initial principal balance of
the Mortgage Loan, and in any event, the amount necessary to prevent
operation of any co-insurance provisions, and was in full force and effect
with respect to each related Mortgaged Property;
(xiii) as of the Cut-Off Date, each Mortgage Loan was not, and in the
prior 12 months (or since the date of origination if such Mortgage Loan has
been originated within the past 12 months), has not been, 30 days or more
past due in respect of any Scheduled Payment;
(xiv) one or more environmental site assessments, updates or transaction
screens thereof were performed by an environmental consulting firm
independent of the applicable Mortgage Loan Seller and the applicable
Mortgage Loan Seller's affiliates with respect to each related Mortgaged
Property during the 18-month period preceding the origination of the
related Mortgage Loan, and the applicable Mortgage Loan Seller, having made
no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s) referenced herein, has no actual
knowledge and has received no notice of any material and adverse
environmental condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report(s); and
(xv) an appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such
Mortgage Loan was originated.
In the case of a breach of any of the representations and warranties in
any Mortgage Loan Purchase Agreement that materially and adversely affects the
value of a Mortgage Loan, the interests of the Trust Fund therein or the
interests of any Certificateholder, the applicable Mortgage Loan Seller, if it
does not cure such breach within a period of 90 days following its receipt of
notice thereof, is obligated pursuant to the Mortgage Loan Purchase Agreement
(the relevant rights under which have been assigned by the Depositor to the
Trustee) to either substitute a Qualified Substitute Mortgage Loan and pay any
Substitution Shortfall Amount or to repurchase the affected Mortgage Loan
within such 90-day period at the applicable Purchase Price; provided that,
unless the breach would cause the Mortgage Loan not to be a qualified mortgage
within the meaning of Section 860G(a)(3) of the Code, the applicable Mortgage
Loan Seller generally has an additional 90-day period to cure such breach if it
is diligently proceeding with such cure. Each Mortgage Loan Seller is solely
responsible for its repurchase or substitution obligation, and such obligations
will not be the responsibility of the Depositor.
The foregoing substitution or repurchase obligation constitutes the sole
remedy available to the Certificateholders and the Trustee for any uncured
breach of any Mortgage Loan Seller's representations and warranties regarding
its Mortgage Loans. There can be no assurance that the applicable Mortgage Loan
Seller will have the financial resources to repurchase any Mortgage Loan at any
particular time. Each Mortgage Loan Seller is the sole warranting party in
respect of the Mortgage Loans sold by such
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Mortgage Loan Seller to the Depositor, and none of the Depositor nor any of
such party's affiliates (except with respect to Wachovia Bank, National
Association in its capacity as a Mortgage Loan Seller) will be obligated to
substitute or repurchase any such affected Mortgage Loan in connection with a
breach of a Mortgage Loan Seller's representations and warranties if such
Mortgage Loan Seller defaults on its obligation to do so.
REPURCHASE OR SUBSTITUTION OF CROSS-COLLATERALIZED MORTGAGE LOANS
If (i) any Mortgage Loan is required to be repurchased or substituted for
in the manner described above in "--Assignment of the Mortgage Loans;
Repurchases and Substitutions" or "--Representations and Warranties;
Repurchases and Substitutions", (ii) such Mortgage Loan is cross-collateralized
and cross-defaulted with one or more other Mortgage Loans (each a "Crossed
Loan" and, collectively, a "Crossed Group"), and (iii) the applicable document
omission or defect (a "Defect") or breach of a representation and warranty (a
"Breach") does not constitute a Defect or Breach, as the case may be, as to
each other Crossed Loan in such Crossed Group (without regard to this
paragraph), then the applicable Defect or Breach, as the case may be, will be
deemed to constitute a Defect or Breach, as the case may be, as to any other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the
related Mortgage Loan Seller will be required to repurchase or substitute for
such other Crossed Loan(s) in the related Crossed Group as provided above in
"--Assignment of the Mortgage Loans; Repurchases and Substitutions" or
"--Representations and Warranties; Repurchases and Substitutions" unless: (i)
the debt service coverage ratio for all of the remaining Crossed Loans for the
four calendar quarters immediately preceding the repurchase or substitution is
not less than the debt service coverage ratio for all such related Crossed
Loans, including the affected Crossed Loan, for the four calendar quarters
immediately preceding the repurchase or substitution, (ii) the loan-to-value
ratio for any of the remaining related Crossed Loans, determined at the time of
repurchase or substitution, is not greater than the loan-to-value ratio for all
such related Crossed Loans, including the affected Crossed Loan, determined at
the time of repurchase or substitution, and (iii) the Trustee receives an
opinion of counsel to the effect that such repurchase or substitution is
permitted by the REMIC provisions. In the event that the remaining Crossed
Loans satisfy the aforementioned criteria, the related Mortgage Loan Seller may
elect either to repurchase or substitute for only the affected Crossed Loan as
to which the related Breach or Defect exists or to repurchase or substitute for
all of the Crossed Loans in the related Crossed Group.
To the extent that the related Mortgage Loan Seller repurchases or
substitutes for an affected Crossed Loan as described in the immediately
preceding paragraph while the Trustee continues to hold any related Crossed
Loans, the related Mortgage Loan Seller and the Depositor have agreed in the
related Mortgage Loan Purchase Agreement to forbear from enforcing any remedies
against the other's Primary Collateral (as defined below), but each is
permitted to exercise remedies against the Primary Collateral securing its
respective affected Crossed Loans, including, with respect to the Trustee, the
Primary Collateral securing Mortgage Loans still held by the Trustee, so long
as such exercise does not materially impair the ability of the other party to
exercise its remedies against its Primary Collateral. If the exercise of
remedies by one party would materially impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the
Crossed Loans held by such party, then both parties have agreed in the related
Mortgage Loan Purchase Agreement to forbear from exercising such remedies until
the loan documents evidencing and securing the relevant Mortgage Loans can be
modified in a manner that complies with the related Mortgage Loan Purchase
Agreement to remove the threat of material impairment as a result of the
exercise of remedies or some other accommodation can be reached. "Primary
Collateral" means the Mortgaged Property directly securing a Crossed Loan and
excluding any property as to which the related lien may only be foreclosed upon
by virtue of the cross collateralization features of such loans.
CHANGES IN MORTGAGE POOL CHARACTERISTICS
The descriptions in this prospectus supplement of the Mortgage Loans and
the Mortgaged Properties are based upon the Mortgage Pool as it is expected to
be constituted as of the close of business on the Closing Date, assuming that
(i) all scheduled principal and interest payments due on or before the Cut-Off
Date will be made, and (ii) there will be no principal prepayments on or before
the Cut-Off Date. Prior
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to the issuance of the Certificates, Mortgage Loans may be removed from the
Mortgage Pool as a result of prepayments, delinquencies, incomplete
documentation or otherwise, if the Depositor or any Mortgage Loan Seller deems
such removal necessary, appropriate or desirable. A limited number of other
mortgage loans may be included in the Mortgage Pool prior to the issuance of
the Certificates, unless including such mortgage loans would materially alter
the characteristics of the Mortgage Pool as described in this prospectus
supplement. The Depositor believes that the information set forth in this
prospectus supplement will be representative of the characteristics of the
Mortgage Pool as it will be constituted at the time the Certificates are
issued, although the range of Mortgage Rates and maturities as well as other
characteristics of the Mortgage Loans described in this prospectus supplement
may vary.
A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates on or shortly after the Closing Date and
will be filed, together with the Pooling and Servicing Agreement, with the
Securities and Exchange Commission within four business days after the initial
issuance of the Offered Certificates.
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SERVICING OF THE MORTGAGE LOANS
GENERAL
The Master Servicer and the Special Servicer, either directly or through
sub-servicers, are required to service and administer the Mortgage Loans (other
than the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan) for the
benefit of the Certificateholders, and the Companion Loans (other than the NGP
Rubicon GSA Pool Pari Passu Companion Loan and 1000 & 1100 Wilson Pari Passu
Companion Loan) for the benefit of the holders of such Companion Loans, in
accordance with applicable law, the terms of the Pooling and Servicing
Agreement, the terms of the related Intercreditor Agreement, if applicable, and
the terms of the respective Mortgage Loans and, if applicable, the Companion
Loans, to the extent consistent with the foregoing, (a) in the same manner in
which, and with the same care, skill, prudence and diligence with which, the
Master Servicer or the Special Servicer, as the case may be, generally services
and administers similar mortgage loans with similar borrowers (i) for other
third-parties, giving due consideration to customary and usual standards of
practice of prudent institutional commercial mortgage lenders servicing their
own loans, or (ii) held in its own portfolio, whichever standard is higher, (b)
with a view to the maximization of the recovery on such Mortgage Loans on a net
present value basis and the best interests of the Certificateholders and the
Trust Fund or, if a Co-Lender Loan (other than the NGP Rubicon GSA Pool Loan
and the 1000 & 1100 Wilson Loan) and its related Companion Loan (a "Loan Pair")
are involved, with a view towards the maximization of recovery on such Loan
Pair to the Certificateholders, the holder of the related Companion Loan and
the Trust Fund (as a collective whole, taking into account that the Subordinate
Companion Loans are subordinate to the related Mortgage Loans and that the Pari
Passu Companion Loans are pari passu in right of entitlement to payment to the
related Mortgage Loan, to the extent set forth in the related Intercreditor
Agreement), and (c) without regard to (i) any relationship that the Master
Servicer or the Special Servicer, as the case may be, or any affiliate thereof,
may have with the related borrower, a Mortgage Loan Seller or any other party
to the Pooling and Servicing Agreement or any affiliate thereof; (ii) the
ownership of any Certificate or Companion Loan by the Master Servicer or the
Special Servicer, as the case may be, or by any affiliate thereof; (iii) the
right of the Master Servicer or the Special Servicer, as the case may be, to
receive compensation or other fees for its services rendered pursuant to the
Pooling and Servicing Agreement; (iv) the obligation of the Master Servicer to
make Advances (as defined in this prospectus supplement); (v) the ownership,
servicing or management by the Master Servicer or the Special Servicer or any
affiliate thereof for others of any other mortgage loans or real property; (vi)
any obligation of the Master Servicer, or any affiliate thereof, to repurchase
or substitute a Mortgage Loan as a Mortgage Loan Seller; (vii) any obligation
of the Master Servicer or any affiliate thereof to cure a breach of a
representation and warranty with respect to a Mortgage Loan; and (viii) any
debt the Master Servicer or the Special Servicer or any affiliate thereof has
extended to any obligor or any affiliate thereof on a Mortgage Note (the
foregoing referred to as the "Servicing Standard").
Generally, for purposes of the servicing provisions described in this
section, the term Mortgage Loan excludes the NGP Rubicon GSA Pool Loan and the
1000 & 1100 Wilson Loan. See "--Servicing of the NGP Rubicon GSA Pool Loan and
the 1000 & 1100 Wilson Loan" below for a description of the servicing of the
NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan; provided, however,
that in the event that the 2005-C20 Master Servicer fails to make a required
P&I Advance with respect to the 1000 & 1100 Wilson Loan, the Master Servicer
will be required to make that advance unless the Master Servicer, after
receiving the necessary information from the 2005-C20 Master Servicer, has
determined that such advance would not be recoverable from collections on the
1000 & 1100 Wilson Loan. In addition, the Master Servicer will be required to
make P&I Advances with respect to the NGP Rubicon GSA Pool Loan. See
"DESCRIPTION OF THE CERTIFICATES--P&I Advances" in this prospectus supplement.
The Master Servicer and the Special Servicer may appoint sub-servicers
with respect to the Mortgage Loans and Companion Loans; provided that the
Master Servicer and the Special Servicer will remain obligated under the
Pooling and Servicing Agreement for the servicing of the Mortgage Loans (other
than the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan). The Trust
Fund will not be responsible for any fees owed to any sub-servicer retained by
the Master Servicer or the Special Servicer.
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Each sub-servicer retained thereby will be reimbursed by the Master Servicer or
the Special Servicer, as the case may be, for certain expenditures which it
makes, generally to the same extent the Master Servicer or the Special Servicer
would be reimbursed under the Pooling and Servicing Agreement.
Set forth below, following the subsection captioned "--The Master Servicer
and the Special Servicer," is a description of certain pertinent provisions of
the Pooling and Servicing Agreement relating to the servicing of the Mortgage
Loans and the Companion Loans (but excluding the NGP Rubicon GSA Pool Loan, the
1000 & 1100 Wilson Loan and their respective Companion Loans). Reference is
also made to the accompanying prospectus, in particular to the section
captioned "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS", for important
information in addition to that set forth in this prospectus supplement
regarding the terms and conditions of the Pooling and Servicing Agreement as
they relate to the rights and obligations of the Master Servicer and the
Special Servicer thereunder. The Special Servicer generally has all of the
rights to indemnity and reimbursement, and limitations on liability, that the
Master Servicer is described as having in the accompanying prospectus and
certain additional rights to indemnity as provided in the Pooling and Servicing
Agreement relating to actions taken at the direction of the Controlling Class
Representative (and, in certain circumstances, the holder of a Subordinate
Companion Loan), and the Special Servicer rather than the Master Servicer will
perform the servicing duties described in the accompanying prospectus with
respect to Specially Serviced Mortgage Loans and REO Properties (each as
described in this prospectus supplement). In addition to the circumstances for
resignation of the Master Servicer set forth in the accompanying prospectus,
the Master Servicer and the Special Servicer each has the right to resign at
any other time provided that (i) a willing successor thereto has been found,
(ii) each of the Rating Agencies confirms in writing that the successor's
appointment will not result in a withdrawal, qualification or downgrade of any
rating or ratings assigned to any class of Certificates, (iii) the resigning
party pays all costs and expenses in connection with such transfer, and (iv)
the successor accepts appointment prior to the effectiveness of such
resignation. See "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certain
Matters Regarding the Master Servicer and the Depositor" in the accompanying
prospectus.
THE MASTER SERVICER AND THE SPECIAL SERVICER
Wachovia Bank, National Association, in its capacity as Master Servicer
under the Pooling and Servicing Agreement (in such capacity, the "Master
Servicer"), will be responsible for servicing the Mortgage Loans (other than
the Specially Serviced Mortgage Loans, the REO Properties, the NGP Rubicon GSA
Pool Loan and the 1000 & 1100 Wilson Loan). Although the Master Servicer will
be authorized to employ agents, including sub-servicers, to directly service
the Mortgage Loans for which it will be responsible, the Master Servicer will
remain liable for its servicing obligations under the Pooling and Servicing
Agreement.
Wachovia Bank, National Association is a wholly owned subsidiary of
Wachovia Corporation, our affiliate, one of the Mortgage Loan Sellers, an
affiliate of one of the Underwriters and the Swap Counterparty. In addition,
Wachovia Bank, National Association is the master servicer under the 2005-C20
Pooling and Servicing Agreement pursuant to which the NGP Rubicon GSA Pool Loan
and the 1000 & 1100 Wilson Loan are being serviced. Wachovia Bank, National
Association or one of its affiliates is the holder of the Metropolitan Square
Companion Loan and the Bryan Tower Companion Loan. In addition, Wachovia Bank,
National Association is an affiliate of Wachovia Development Corporation, the
controlling equity owner of the borrower with respect to 1 Mortgage Loan (loan
number 25), representing 1.0% of the Mortgage Pool (1.1% of Loan Group 1). The
Master Servicer's principal servicing offices are located at NC 1075, 8739
Research Drive URP4, Charlotte, North Carolina 28262.
As of June 30, 2005, Wachovia Bank, National Association and its
affiliates were responsible for master or primary servicing approximately
16,346 commercial and multifamily loans, totaling approximately $158 billion in
aggregate outstanding principal amounts, including loans securitized in
mortgage-backed securitization transactions.
The information set forth in this prospectus supplement concerning the
Master Servicer has been provided by Wachovia Bank, National Association, and
neither the Depositor nor the Underwriters make any representation or warranty
as to the accuracy or completeness of such information. Wachovia Bank,
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National Association (apart from its obligations as a Mortgage Loan Seller and
except for the information in the first three paragraphs under this heading)
will make no representations as to the validity or sufficiency of the Pooling
and Servicing Agreement, the Certificates, the Mortgage Loans, this prospectus
supplement or related documents.
LNR Partners, Inc., a Florida corporation will initially be appointed as
special servicer of the Mortgage Loans (in such capacity, the "Special
Servicer"). The Special Servicer will, among other things, oversee the
resolution of non-performing Mortgage Loans and act as disposition manager of
REO Properties. The following information has been provided by the Special
Servicer. None of the Depositor, the Trustee, the Underwriters, or any of their
respective affiliates takes any responsibility therefor or makes any
representation or warranty as to the accuracy of completeness of the
information.
LNR Partners, Inc., a Florida corporation, is a subsidiary of LNR Property
Holdings Ltd. ("LNR"). The principal executive offices of the Special Servicer
are located at 1601 Washington Avenue, Miami Beach, Florida 33139, and its
telephone number is (305) 695-5600. LNR, through its subsidiaries, affiliates
and joint ventures, is involved in the real estate investment, finance and
management business and engages principally in (i) acquiring, developing,
managing, repositioning and selling commercial and multifamily residential real
estate properties; (ii) investing in high-yield real estate loans; and (iii)
investing in, and managing as special servicer, unrated and non-investment
grade rated commercial mortgaged-backed securities. The Special Servicer and
its affiliates have regional offices located across the country in Florida,
Georgia, Oregon, Texas, Massachusetts, North Carolina and California, and in
Europe in London, England, Paris, France and Munich, Germany. As of May 31,
2005, the Special Servicer and its affiliates specially service a portfolio
which include an original count of over 16,000 assets in all 50 states and in
Europe with a current face value of approximately $130 billion, all of which
are commercial real estate assets.
The Special Servicer and its affiliates own and are in the business of
acquiring assets similar in type to the assets of the Trust Fund. Accordingly,
the assets of the Special Servicer and its affiliates may, depending upon the
particular circumstances including the nature and location of such assets,
compete with the Mortgaged Properties for tenants, purchasers, financing and so
forth.
The information set forth herein regarding the Special Servicer has been
provided by LNR Partners, Inc. and neither the Depositor nor any Underwriter
makes any representation or warranty as to the accuracy or completeness of such
information.
With respect to the Mortgage Loans (other than the NGP Rubicon GSA Pool
Loan and the 1000 & 1100 Wilson Loan), the Pooling and Servicing Agreement
permits the holder (or holders) of the majority of the Voting Rights allocated
to the Controlling Class to replace the Special Servicer and to select a
representative who may advise the Special Servicer and whose approval is
required for certain actions by the Special Servicer under certain
circumstances. Each advisor referred to above is referred to herein as the
"Controlling Class Representative". Notwithstanding anything contained in this
prospectus supplement to the contrary, the holders of the Companion Loans may
have the ability to exercise some or all of the rights of the Controlling Class
and the Controlling Class Representative as well as certain additional rights
as more fully described in "--The Controlling Class Representative" below
including with respect to the Metropolitan Square Loan, the right to replace
the Special Servicer solely with respect to the Metropolitan Square Loan. The
Controlling Class Representative with respect to the Mortgage Loans is selected
by holders of Certificates representing more than 50% of the Certificate
Balance of the Controlling Class. See "--The Controlling Class Representative"
below. Such holder (or holders) will be required to pay all out-of-pocket costs
related to the transfer of servicing if the Special Servicer is replaced other
than due to an event of default, including without limitation, any costs
relating to Rating Agency confirmation and legal fees associated with the
transfer. The "Controlling Class" is the Class of Sequential Pay Certificates,
(i) which bears the latest payment priority and (ii) the Certificate Balance of
which is greater than 25% of its original Certificate Balance; provided,
however, that if no Class of Sequential Pay Certificates satisfies clause (ii)
above, the Controlling Class shall be the outstanding Class of Certificates
(other than the Class Z Certificates, the REMIC Residual Certificates or the
Class X Certificates) bearing the latest alphabetical Class designation. The
Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class
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A-PB, Class A-4 and Class A-1A Certificates will be treated as one Class for
determining the Controlling Class. The Class A-MFL and the Class A-MFX
Certificates will be treated as one Class for determining the Controlling
Class.
The Special Servicer is responsible for servicing and administering any
Mortgage Loan (other than the NGP Rubicon GSA Pool Loan and the 1000 & 1100
Wilson Loan) or Companion Loan (other than the NGP Rubicon GSA Pool Pari Passu
Companion Loan and the 1000 & 1100 Wilson Pari Passu Companion Loan) as to
which (a) the related mortgagor has (i) failed to make when due any Balloon
Payment (or full payment on any ARD Loan on its Anticipated Repayment Date)
unless the Master Servicer has, on or prior to the due date of such Balloon
Payment (or the Anticipated Repayment Date with respect to any ARD Loan),
received written evidence (which the Master Servicer shall promptly forward to
the Special Servicer and the Controlling Class Representative, as more
particularly set forth in the Pooling and Servicing Agreement) from an
institutional lender of such lender's binding commitment to refinance such
Mortgage Loan or Companion Loan within 60 days after the due date of such
Balloon Payment (provided that if such refinancing does not occur during such
time specified in the commitment, a Servicing Transfer Event will be deemed to
have occurred), or (ii) failed to make when due any Periodic Payment (other
than a Balloon Payment), and such failure has continued unremedied for 60 days
unless, with respect to any Co-Lender Loan, the related holder of the Companion
Loan effects a cure in accordance with the related Intercreditor Agreement; (b)
the Master Servicer or the Special Servicer (in the case of the Special
Servicer, with the consent of the Controlling Class Representative) has
determined, in its good faith reasonable judgment and in accordance with the
Servicing Standard, based on communications with the related mortgagor, that a
default in making a Periodic Payment (including a Balloon Payment) is likely to
occur and is likely to remain unremedied for at least 60 days or any other
default under the applicable Mortgage Loan documents that would (with respect
to such other default) materially impair the value of the Mortgaged Property as
security for the Mortgage Loan and, if applicable, Companion Loan or otherwise
would materially adversely affect the interests of Certificateholders (and, if
applicable, the holders of the related Companion Loans) and is likely to
continue unremedied beyond the applicable grace period under the terms of the
Mortgage Loan (or, if no grace period is specified, for 60 days and provided,
that a default that would give rise to an acceleration right without any grace
period shall be deemed to have a grace period equal to zero); (c) there shall
have occurred a default (other than as described in clause (a) above and, in
certain circumstances, the failure to maintain insurance for terrorist or
similar attacks or for other risks required by the Mortgage Loan documents to
be insured against pursuant to the terms of the Pooling and Servicing
Agreement) that the Master Servicer or the Special Servicer (in the case of the
Special Servicer, with the consent of the Controlling Class Representative)
shall have determined, in its good faith and reasonable judgment and in
accordance with the Servicing Standard, materially impairs the value of the
Mortgaged Property as security for the Mortgage Loan and, if applicable,
Companion Loan or otherwise materially adversely affects the interests of
Certificateholders (and, if applicable, the holders of the Companion Loans) and
that continues unremedied beyond the applicable grace period under the terms of
the Mortgage Loan (or, if no grace period is specified, for 60 days and
provided that a default that gives rise to an acceleration right without any
grace period shall be deemed to have a grace period equal to zero); (d) a
decree or order under any bankruptcy, insolvency or similar law shall have been
entered against the related borrower and such decree or order shall have
remained in force, undischarged, undismissed or unstayed for a period of 60
days; (e) the related borrower shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency or similar proceedings
of or relating to such related borrower or of or relating to all or
substantially all of its property; (f) the related borrower shall admit in
writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; (g) the Master Servicer shall have force
placed insurance against damages or losses arising from acts of terrorism due
to the failure of the related borrower to maintain or cause such insurance to
be maintained and (1) subsequent to such force placement such borrower fails to
maintain or cause to be maintained insurance coverage against damages or losses
arising from acts of terrorism for a period of 60 days (or such shorter time
period as the Controlling Class Representative may consent to) or (2) the
Master Servicer fails to have been reimbursed for any Servicing Advances made
in connection with the force placement of such insurance coverage (unless the
circumstances giving rise to such forced
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placement of such insurance coverage have otherwise been cured and the Master
Servicer has been reimbursed for any Servicing Advances made in connection with
the forced placement of such insurance coverage); or (h) the Master Servicer
shall have received notice of the commencement of foreclosure or similar
proceedings with respect to the related Mortgaged Property (each event
described in clauses (a) through (h) above, a "Servicing Transfer Event").
In general, as long as a Co-Lender Loan (other than the NGP Rubicon GSA
Pool Loan and the 1000 & 1100 Wilson Loan) is owned by the Trust Fund, each
related Companion Loan will be serviced and administered under the Pooling and
Servicing Agreement as if it were a Mortgage Loan and the holder of the related
promissory note were a Certificateholder. If a Companion Loan (other than the
NGP Rubicon GSA Pool Pari Passu Companion Loan and the 1000 & 1100 Wilson Pari
Passu Companion Loan) becomes specially serviced, then the Co-Lender Loan
(other than the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan) will
become a Specially Serviced Mortgage Loan. If a Co-Lender Loan becomes a
Specially Serviced Mortgage Loan, then the related Companion Loan will become a
Specially Serviced Mortgage Loan.
If any amounts due under a Co-Lender Loan or a related Subordinate
Companion Loan are accelerated after an event of default under the applicable
Mortgage Loan documents, the holder of the related Subordinate Companion Loan
will be entitled to purchase the related Co-Lender Loan at the price described
under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus
supplement. If, and for so long as, the NGP Rubicon GSA Pool Whole Loan is
being specially serviced and any monthly debt service payment thereon is at
least 60 days delinquent, the holder of the NGP Rubicon GSA Pool Pari Passu
Companion Loan or its designee will be entitled to purchase the NGP Rubicon GSA
Pool Loan at the price described under "DESCRIPTION OF THE MORTGAGE
POOL--Co-Lender Loans" in this prospectus supplement.
If a Servicing Transfer Event occurs with respect to any Mortgage Loan
(other than the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan) or a
related Companion Loan, the Master Servicer is, in general, required to
transfer its servicing responsibilities with respect to such Mortgage Loan and
Companion Loan to the Special Servicer. Notwithstanding such transfer, the
Master Servicer will continue to receive payments on such Mortgage Loan and/or
Companion Loan (including amounts collected by the Special Servicer), to make
certain calculations with respect to such Mortgage Loan and Companion Loan, and
to make remittances (including, if necessary, P&I Advances, as described in the
Pooling and Servicing Agreement) and prepare certain reports to the Trustee
with respect to such Mortgage Loan. If title to the related Mortgaged Property
is acquired by the Trust Fund (upon acquisition, an "REO Property"), whether
through foreclosure, deed in lieu of foreclosure or otherwise, the Special
Servicer will continue to be responsible for the management thereof.
Mortgage Loans and Companion Loans serviced by the Special Servicer are
referred to in this prospectus supplement as "Specially Serviced Mortgage
Loans" and, together with any REO Properties, constitute "Specially Serviced
Trust Fund Assets". The Master Servicer has no responsibility for the Special
Servicer's performance of its duties under the Pooling and Servicing Agreement.
A Mortgage Loan (other than the NGP Rubicon GSA Pool Loan and the 1000 &
1100 Wilson Loan) or Companion Loan (other than the NGP Rubicon GSA Pool Pari
Passu Companion Loan and the 1000 & 1100 Wilson Pari Passu Companion Loan) will
cease to be a Specially Serviced Mortgage Loan (and will become a "Corrected
Mortgage Loan" as to which the Master Servicer will re-assume servicing
responsibilities):
(a) with respect to the circumstances described in clause (a) of the
definition of Servicing Transfer Event, when the related borrower has made
three consecutive full and timely Periodic Payments under the terms of
such Mortgage Loan and, if applicable, Companion Loan (as such terms may
be changed or modified in connection with a bankruptcy or similar
proceeding involving the related borrower or by reason of a modification,
waiver or amendment granted or agreed to by the Special Servicer);
(b) with respect to any of the circumstances described in clauses (b),
(d), (e) and (f) of the definition of Servicing Transfer Event, when such
circumstances cease to exist in the good faith,
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reasonable judgment of the Special Servicer, but, with respect to any
bankruptcy or insolvency proceedings described in clauses (d), (e) and (f)
no later than the entry of an order or decree dismissing such proceeding;
(c) with respect to the circumstances described in clause (c) of the
definition of Servicing Transfer Event, when such default is cured; and
(d) with respect to the circumstances described in clause (g) of the
definition of Servicing Transfer Event, when such proceedings are
terminated; so long as at that time no other Servicing Transfer Event then
exists and provided no additional default is foreseeable in the reasonable
good faith judgment of the Special Servicer.
SERVICING OF THE NGP RUBICON GSA POOL LOAN AND THE 1000 & 1100 WILSON LOAN
The NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan, and any
related REO Property, are being serviced under the pooling and servicing
agreement which governs the 2005-C20 Transaction (the "2005-C20 Pooling and
Servicing Agreement"). Accordingly, the master servicer under the 2005-C20
Pooling and Servicing Agreement (the "2005-C20 Master Servicer") will generally
make servicing Advances and remit collections on the NGP Rubicon GSA Pool Loan
and the 1000 & 1100 Wilson Loan and P&I Advances on the 1000 & 1100 Wilson Loan
only to or on behalf of the Trust Fund. The servicing arrangements under the
2005-C20 Pooling and Servicing Agreement are generally similar (but are not
identical) to the servicing arrangements under the Pooling and Servicing
Agreement.
In that regard:
o Wachovia Bank, National Association is the 2005-C20 Master Servicer
under the 2005-C20 Pooling and Servicing Agreement and the special
servicer under the 2005-C20 Pooling and Servicing Agreement (the
"2005-C20 Special Servicer") with respect to each of the mortgage loans
serviced under the 2005-C20 Pooling and Servicing Agreement is CWCapital
Asset Management LLC.
o The 2005-C20 Trustee is LaSalle Bank National Association (the "2005-C20
Trustee"), who will be the mortgagee of record for the NGP Rubicon GSA
Pool Loan and the 1000 & 1100 Wilson Loan. The 2005-C20 Fiscal Agent is
ABN AMRO Bank N.V. (the "2005-C20 Fiscal Agent").
o The Master Servicer, the Special Servicer or the Trustee under the
Pooling and Servicing Agreement will have no obligation or authority to
(a) supervise the 2005-C20 Master Servicer, the 2005-C20 Special Servicer
or the 2005-C20 Trustee or (b) except as described below, make servicing
advances with respect to the NGP Rubicon GSA Pool Loan and the 1000 &
1100 Wilson Loan. The obligation of the Master Servicer to provide
information and collections to the Trustee and the Certificateholders
with respect to the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson
Loan is dependent on its receipt of the corresponding information and
collection from the 2005-C20 Master Servicer or the 2005-C20 Special
Servicer.
o Pursuant to the 2005-C20 Pooling and Servicing Agreement, the
liquidation fee, the special servicing fee and the workout fee with
respect to the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan
will be generally the same as under the Pooling and Servicing Agreement.
o The Master Servicer will be required to make P&I Advances with respect
to the 1000 & 1100 Wilson Loan (but not the NGP Rubicon GSA Pool Loan)
that the 2005-C20 Master Servicer is required but fails to make, unless
the 2005-C20 Master Servicer or the Master Servicer, after receiving the
necessary information from the 2005-C20 Master Servicer, has determined
that such advance would not be recoverable from collections on the 1000 &
1100 Wilson Loan.
o If the 2005-C20 Master Servicer determines that a servicing advance it
made with respect to the NGP Rubicon GSA Pool Loan and the 1000 & 1100
Wilson Loan or the related Mortgaged Property is nonrecoverable, it will
be entitled to be reimbursed from general collections on all Mortgage
Loans.
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o The conditions for transferring the NGP Rubicon GSA Pool Loan and/or the
1000 & 1100 Wilson Loan to special servicing under the 2005-C20 Pooling
and Servicing Agreement differ in some respects as regards to the timing
and specific criteria that trigger a servicing transfer event from the
conditions for transferring other Mortgage Loans to special servicing
under the Pooling and Servicing Agreement.
o The Controlling Class Representative and the 2005-C20 Controlling Class
Representative will have joint consent rights with respect to the
following actions relating to the NGP Rubicon GSA Pool Whole Loan and the
1000 & 1100 Wilson Whole Loan: (i) any actual or proposed foreclosure
upon or comparable conversion (which may include acquisitions of an REO
Property) of the ownership of properties securing the NGP Rubicon GSA
Pool Whole Loan and the 1000 & 1100 Wilson Whole Loan as it comes into
and continues in default; (ii) any modification of a monetary term of the
NGP Rubicon GSA Pool Whole Loan and the 1000 & 1100 Wilson Whole Loan
(other than a modification consisting of the extension of the maturity
date of a mortgage loan for one year or less) or a material non-monetary
term; (iii) any actual or proposed sale of any related REO Property
(other than in connection with the termination of the trust fund under
the 2005-C20 Pooling and Servicing Agreement); (iv) any determination to
bring any related REO Property into compliance with applicable
environmental laws or to otherwise address hazardous materials located at
any related REO Property; (v) any acceptance of substitute or additional
collateral or release of material collateral for the NGP Rubicon GSA Pool
Whole Loan and the 1000 & 1100 Wilson Whole Loan unless required by the
related Mortgage Loan documents; (vi) any waiver of a "due-on-sale"
clause or "due-on-encumbrance" clause; (vii) any release of any
performance or "earn-out" reserves, escrows or letters of credit; (viii)
any acceptance of an assumption agreement releasing a borrower from
liability under the NGP Rubicon GSA Pool Whole Loan and the 1000 & 1100
Wilson Whole Loan (other than in connection with a defeasance permitted
under the terms of the related Mortgage Loan documents); (ix) any
termination of the related property manager for the NGP Rubicon GSA Pool
Loan and the 1000 & 1100 Wilson Whole Loan; (x) any determination to
allow a borrower not to maintain terrorism insurance; and (xii) any
determination to decrease the time period of force placed insurance
coverage against damages or losses arising from acts of terrorism.
o With respect to any defeasance of the Mortgaged Property relating to the
NGP Rubicon GSA Pool Loan that requires mortgagee's approval, to the
extent permitted under the related Mortgage Loan documents, the 2005-C20
Master Servicer is required to obtain written confirmation from each
rating agency stating that any such event will not result in the
qualification, downgrade or withdrawal of the ratings then assigned to
the series 2005-C20 certificates. The cost of obtaining such rating
agency confirmation will be borne by the related borrower.
o If a rating agency confirmation is required in connection with any
proposed action relating to the NGP Rubicon GSA Pool Whole Loan, which
would have a material effect on the NGP Rubicon GSA Pool Loan, then the
2005-C20 Master Servicer or the 2005-C20 Special Servicer, as applicable,
will also be required to obtain written confirmation from each rating
agency rating the Certificates that such action will not result in the
qualification, downgrade or withdrawal of the ratings then assigned to
the Certificates. The costs of any rating agency confirmation with
respect to the NGP Rubicon GSA Pool Loan will be borne by the related
beneficial holders of the NGP Rubicon GSA Pool Loan.
ADDITIONAL MATTERS RELATING TO THE NGP RUBICON GSA POOL WHOLE LOAN
The holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan will be a
third-party beneficiary of the Pooling and Servicing Agreement, and the Pooling
and Servicing Agreement may not be amended in any manner that would materially
and adversely affect that holder without its consent.
The holder of the NGP Rubicon GSA Pool Pari Passu Companion Loan will have
consent rights with respect to any successor special servicer in respect of the
NGP Rubicon GSA Pool Whole Loan, and if agreement cannot be reached with the
holder of the NGP Rubicon GSA Pool Pari Passu Companion
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Loan regarding who that successor will be following the termination of the
special servicer in connection with an event of default, then a third party
designated in accordance with the related Pari Passu Loan Intercreditor
Agreement will select the successor subject to such conditions as are set forth
in the Pooling and Servicing Agreement.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The principal compensation to be paid to the Master Servicer in respect of
its servicing activities is the Master Servicing Fee. The "Master Servicing
Fee" is payable monthly on a loan-by-loan basis from amounts received in
respect of interest on each Mortgage Loan and each Specially Serviced Mortgage
Loan (and from REO Revenue with respect to each REO Mortgage Loan), is
calculated on the basis of a 360-day year consisting of twelve 30-day months,
accrues at the related Master Servicing Fee Rate and is computed on the basis
of the same principal amount respecting which any related interest payment due
on the Mortgage Loan is computed. The "Master Servicing Fee Rate" is a per
annum rate ranging from 0.02% to 0.11%. As of the Cut-Off Date, the weighted
average Master Servicing Fee Rate will be approximately 0.02152% per annum. The
Master Servicer will not be entitled to receive a separate fee with respect to
a Companion Loan unless such fee is expressly set forth in the related
Intercreditor Agreement. Otherwise, all references in this section to "Mortgage
Loans" will include the Companion Loans.
The NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan will be
serviced by the 2005-C20 Master Servicer. Notwithstanding the foregoing, the
Master Servicer will receive a Master Servicing Fee with regards to the NGP
Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan, at a Master Servicing
Fee Rate of 0.02%.
If a borrower prepays a Mortgage Loan on a date that is prior to its Due
Date in any Collection Period, the amount of interest (net of related Master
Servicing Fees and, if applicable, Additional Interest) that accrues on the
Mortgage Loan during such Collection Period will be less (such shortfall, a
"Prepayment Interest Shortfall") than the amount of interest (net of related
Master Servicing Fees and, if applicable, Additional Interest and without
regard to any Prepayment Premium or Yield Maintenance Charge actually
collected) that would have accrued on the Mortgage Loan through its Due Date.
If such a principal prepayment occurs during any Collection Period after the
Due Date for such Mortgage Loan in such Collection Period, the amount of
interest (net of related Master Servicing Fees) that accrues and is collected
on the Mortgage Loans during such Collection Period will exceed (such excess, a
"Prepayment Interest Excess") the amount of interest (net of related Master
Servicing Fees, and without regard to any Prepayment Premium or Yield
Maintenance Charge actually collected) that would have been collected on the
Mortgage Loan during such Collection Period if the borrower had not prepaid.
Any Prepayment Interest Excesses collected will be paid to the Master Servicer
as additional servicing compensation. However, with respect to each
Distribution Date, the Master Servicer is required to deposit into the
Certificate Account (such deposit, a "Compensating Interest Payment"), without
any right of reimbursement therefor, with respect to each Mortgage Loan (other
than a Specially Serviced Mortgage Loan and other than any Mortgage Loan on
which the Special Servicer has waived a prepayment restriction and other than
any Companion Loan not owned by the Trust Fund) that was subject to a voluntary
principal prepayment during the most recently ended Collection Period creating
a Prepayment Interest Shortfall, an amount equal to the lesser of (i) the sum
of (a) the Master Servicing Fee (up to a Master Servicing Fee Rate of 0.04% per
annum) received by the Master Servicer during such Collection Period on such
Mortgage Loan and (b) investment income earned by the Master Servicer on the
related principal prepayment during the most recently ended Collection Period,
and (ii) the amount of the related Prepayment Interest Shortfall; provided,
however, to the extent any such Prepayment Interest Shortfall is the result of
the Master Servicer's failure to enforce the applicable Mortgage Loan
documents, the amount in clause (a) shall include the entire Master Servicing
Fee on the applicable Mortgage Loan for such Collection Period. Compensating
Interest Payments will not cover shortfalls in Mortgage Loan interest accruals
that result from any liquidation of a defaulted Mortgage Loan, or of any REO
Property acquired in respect thereof, that occurs during a Collection Period
prior to the related Due Date therein or involuntary prepayments.
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The principal compensation to be paid to the Special Servicer in respect
of its special servicing activities is the Special Servicing Fee (together with
the Master Servicing Fee, the "Servicing Fees") and, under the circumstances
described in this prospectus supplement, Liquidation Fees and Workout Fees. The
"Special Servicing Fee" is calculated on the basis of a 360-day year consisting
of twelve 30-day months, accrues at a rate (the "Special Servicing Fee Rate")
equal to 0.35% per annum and is computed on the basis of the same principal
amount respecting which any related interest payment due on such Specially
Serviced Mortgage Loan or REO Mortgage Loan, as the case may be, with a minimum
monthly fee of $4,000 for each Specially Serviced Mortgage Loan and REO
Property. However, earned Special Servicing Fees are payable out of general
collections on the Mortgage Loans then on deposit in the Certificate Account.
The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan
(or REO Mortgage Loan), will cease to accrue if such loan (or the related REO
Property) is liquidated or if such loan becomes a Corrected Mortgage Loan. The
Special Servicer is entitled to a "Liquidation Fee" with respect to each
Specially Serviced Trust Fund Asset, which Liquidation Fee generally will be in
an amount equal to 1.00% of all amounts received in respect of such Mortgage
Loan or the related REO Property, as applicable, payable by withdrawal from
such amounts on deposit in the Certificate Account as further described in the
Pooling and Servicing Agreement. However, no Liquidation Fee will be payable in
connection with, or out of, insurance proceeds or liquidation proceeds
resulting from the purchase of any Specially Serviced Trust Fund Asset (i) by a
Mortgage Loan Seller (as described under "DESCRIPTION OF THE MORTGAGE
POOL--Assignment of the Mortgage Loans; Repurchases and Substitutions" and
"--Representations and Warranties; Repurchases and Substitutions" in this
prospectus supplement) if purchased within the required time period set forth
in the related Mortgage Loan Purchase Agreement, (ii) by the Master Servicer,
the Special Servicer, the Majority Subordinate Certificateholder or the
purchasing Certificateholder as described under "DESCRIPTION OF THE
CERTIFICATES--Termination" in this prospectus supplement or (iii) in certain
other limited circumstances, including in connection with the purchase of
certain Co-Lender Loans as described under "DESCRIPTION OF THE MORTGAGE
POOL--Co-Lender Loans" in this prospectus supplement. The Special Servicer also
is entitled to a "Workout Fee" with respect to each Corrected Mortgage Loan,
which is generally equal to 1.00% of all payments of interest and principal
received on such Mortgage Loan or Companion Loan for so long as it remains a
Corrected Mortgage Loan payable by withdrawal from such amounts on deposit in
the Certificate Account. If the Special Servicer is terminated or resigns, it
will retain the right to receive any and all Workout Fees payable with respect
to any Mortgage Loan that became a Corrected Mortgage Loan during the period
that it acted as Special Servicer and remained a Corrected Mortgage Loan at the
time of its termination or resignation or if the Special Servicer resolved the
circumstances and/or conditions (including by way of a modification of the
related Mortgage Loan documents) causing the Mortgage Loan to be a Specially
Serviced Mortgage Loan, but the Mortgage Loan had not as of the time the
Special Servicer is terminated or resigns become a Corrected Mortgage Loan
because the related borrower had not made three consecutive monthly debt
service payments and subsequently becomes a Corrected Mortgage Loan as a result
of making such three consecutive payments. The successor Special Servicer will
not be entitled to any portion of those Workout Fees.
As additional servicing compensation, the Master Servicer and/or the
Special Servicer is entitled to retain all modification fees, assumption fees,
defeasance fees, assumption and other application fees, late payment charges
and default interest (to the extent not used to offset interest on Advances,
Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees
and/or Liquidation Fees) and the cost of property inspections as provided in
the Pooling and Servicing Agreement and to the extent not otherwise allocated
to the Companion Loan in accordance with the related Intercreditor Agreement)
and Prepayment Interest Excesses collected from borrowers on Mortgage Loans. In
addition, to the extent the Master Servicer or the Special Servicer receives
late payment charges or default interest on a Mortgage Loan for which interest
on Advances or Additional Trust Fund Expenses (other than Special Servicing
Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan has
been paid and not previously reimbursed to the Trust Fund, such late payment
charges or default interest will be used to reimburse the Trust Fund for such
payment of interest or Additional Trust Fund Expenses. In addition, each of the
Master Servicer and the Special Servicer is authorized to invest or direct the
investment of funds held in those accounts maintained by it that relate to the
Mortgage Loans or REO Properties, as the case may be, in certain short-term
United States government securities and certain other permitted
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investment grade obligations, and the Master Servicer and the Special Servicer
each will be entitled to retain any interest or other income earned on such
funds held in those accounts maintained by it, but shall be required to cover
any losses on investments of funds held in those accounts maintained by it,
from its own funds without any right to reimbursement, except in certain
limited circumstances described in the Pooling and Servicing Agreement.
Each of the Master Servicer and Special Servicer is, in general, required
to pay all ordinary expenses incurred by it in connection with its servicing
activities under the Pooling and Servicing Agreement, including the fees of any
sub-servicers retained by it, and is not entitled to reimbursement therefor
except as expressly provided in the Pooling and Servicing Agreement. However,
each of the Master Servicer and Special Servicer is permitted to pay certain of
such expenses (including certain expenses incurred as a result of a Mortgage
Loan default) directly out of the Certificate Account and at times without
regard to the Mortgage Loan with respect to which such expenses were incurred.
See "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus
supplement and "DESCRIPTION OF THE POOLING AND SERVICING
AGREEMENTS--Certificate Account" and "--Servicing Compensation and Payment of
Expenses" in the accompanying prospectus.
As and to the extent described in this prospectus supplement under
"DESCRIPTION OF THE CERTIFICATES--P&I Advances," each of the Master Servicer
and the Trustee is entitled to receive interest, at the Reimbursement Rate, on
any reimbursable servicing expenses incurred by it. Such interest will compound
annually and will be paid, contemporaneously with the reimbursement of the
related servicing expense, first out of late payment charges and default
interest received on the related Mortgage Loan and then from general
collections on the Mortgage Loans then on deposit in the Certificate Account.
In addition, to the extent the Master Servicer receives late payment charges or
default interest on a Mortgage Loan for which interest on servicing expenses
related to such Mortgage Loan has been paid from general collections on deposit
in the Certificate Account and not previously reimbursed, such late payment
charges or default interest will be used to reimburse the Trust Fund for such
payment of interest.
Certain Litigation Matters. The management, prosecution, defense and/or
settlement of claims and litigation relating to any Mortgage Loan brought
against the Trust Fund or certain parties to the Pooling and Servicing
Agreement will generally be handled by the Master Servicer and the Special
Servicer, subject to certain restrictions specifically provided for in the
Pooling and Servicing Agreement. In connection with handling such matters, the
Master Servicer and the Special Servicer may be required to seek the consent of
the Controlling Class Representative with respect to material decisions and
settlement proposals as more specifically set forth in the Pooling and
Servicing Agreement.
MODIFICATIONS, WAIVERS AND AMENDMENTS
The Pooling and Servicing Agreement permits the Special Servicer (subject,
with respect to the Co-Lender Loans, to certain rights of the holder of any
related Companion Loan) to modify, waive or amend any term of any Mortgage Loan
(other than the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan) if
(a) it determines, in accordance with the Servicing Standard, that it is
appropriate to do so and the Special Servicer determines that such
modification, waiver or amendment is not "significant" within the meaning of
Treasury Regulations Section 1.860G-2(b), and (b) except as described in the
following paragraph, such modification, waiver or amendment, will not (i)
affect the amount or timing of any related payments of principal, interest or
other amount (including Prepayment Premiums and Yield Maintenance Charges)
payable under the Mortgage Loan, (ii) affect the obligation of the related
borrower to pay a Prepayment Premium or Yield Maintenance Charge or permit a
principal prepayment during the applicable Lockout Period, (iii) except as
expressly provided by the related Mortgage or in connection with a material
adverse environmental condition at the related Mortgaged Property, result in a
release of the lien of the related Mortgage on any material portion of such
Mortgaged Property without a corresponding principal prepayment in an amount
not less than the fair market value of the property released, (iv) if such
Mortgage Loan is equal to or in excess of 5% of the then-aggregate current
principal balances of all Mortgage Loans or $35,000,000, or is one of the ten
largest Mortgage Loans by Stated Principal Balance as of such date, permit the
transfer of (A) the related Mortgaged Property or any interest therein or (B)
equity interests in the related borrower or an equity owner of the
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borrower that would result, in the aggregate during the term of the related
Mortgage Loan, in a transfer greater than 49% of the total interest in the
borrower and/or any equity owner of the borrower or a transfer of voting
control in the borrower or an equity owner of the borrower without the prior
written confirmation from each Rating Agency (as applicable) that such change
will not result in the qualification, downgrade or withdrawal of the ratings
then assigned to the Certificates, (v) allow any additional lien on the related
Mortgaged Property if such Mortgage Loan is equal to or in excess of 2% of the
then-aggregate current principal balances of the Mortgage Loans or $20,000,000,
is one of the ten largest Mortgage Loans by Stated Principal Balance as of such
date, or with respect to S&P only, has an aggregate LTV that is equal to or
greater than 85% or has an aggregate DSCR that is less than 1.20x, without the
prior written confirmation from each Rating Agency (as applicable) that such
change will not result in the qualification, downgrade or withdrawal of the
ratings then assigned to the Certificates or (vi) in the good faith, reasonable
judgment of the Special Servicer, materially impair the security for the
Mortgage Loan or reduce the likelihood of timely payment of amounts due
thereon.
Notwithstanding clause (b) of the preceding paragraph and, with respect to
the Co-Lender Loans (other than the NGP Rubicon GSA Pool Loan and the 1000 &
1100 Wilson Loan), subject to certain rights of the holders of any related
Companion Loan, the Special Servicer may (i) reduce the amounts owing under any
Specially Serviced Mortgage Loan by forgiving principal, accrued interest
and/or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the
amount of the Periodic Payment on any Specially Serviced Mortgage Loan,
including by way of a reduction in the related Mortgage Rate, (iii) forbear in
the enforcement of any right granted under any Mortgage Note or Mortgage
relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date
of any Specially Serviced Mortgage Loan, and/or (v) accept a principal
prepayment during any Lockout Period; provided that (x) the related borrower is
in default with respect to the Specially Serviced Mortgage Loan or, in the
reasonable, good faith judgment of the Special Servicer, such default by the
borrower is reasonably foreseeable, (y) in the reasonable, good faith judgment
of the Special Servicer, such modification, would increase the recovery to
Certificateholders (and the holders of the Companion Loans, taken as a
collective whole, as applicable) on a net present value basis determined in
accordance with the Servicing Standard and (z) such modification, waiver or
amendment does not result in a tax being imposed on the Trust Fund or cause any
REMIC relating to the assets of the Trust Fund to fail to qualify as a REMIC at
any time the Certificates are outstanding. In no event, however, is the Special
Servicer permitted to (i) extend the maturity date of a Mortgage Loan beyond a
date that is two years prior to the Rated Final Distribution Date, (ii) reduce
the Mortgage Rate of a Mortgage Loan to less than the lesser of (a) the
original Mortgage Rate of such Mortgage Loan, (b) the highest Pass-Through Rate
of any Class of Certificates (other than any Class X-C or Class X-P
Certificates) then outstanding, or (c) a rate below the then-prevailing
interest rate for comparable loans, as determined by the Special Servicer,
(iii) if the Mortgage Loan is secured by a ground lease (and not also by the
corresponding fee simple interest), extend the maturity date of such Mortgage
Loan beyond a date which is 20 years prior to the expiration of the term of
such ground lease or (iv) defer interest due on any Mortgage Loan in excess of
10% of the Stated Principal Balance of such Mortgage Loan or defer the
collection of interest on any Mortgage Loan without accruing interest on such
deferred interest at a rate at least equal to the Mortgage Rate of such
Mortgage Loan. The Special Servicer will have the ability, subject to the
Servicing Standard described under "--General" above, to modify Mortgage Loans
with respect to which default is reasonably foreseeable, but which are not yet
in default.
The Special Servicer is required to notify the Trustee, the Master
Servicer, the Controlling Class Representative and the Rating Agencies and,
with respect to the Co-Lender Loans (other than the NGP Rubicon GSA Pool Loan
and the 1000 & 1100 Wilson Loan), subject to certain rights of the holders of
the related Companion Loans, of any material modification, waiver or amendment
of any term of any Specially Serviced Mortgage Loan, and to deliver to the
Trustee or the related Custodian (with a copy to the Master Servicer), for
deposit in the related Mortgage File, an original counterpart of the agreement
related to such modification, waiver or amendment, promptly (and in any event
within ten business days) following the execution thereof. Copies of each
agreement whereby any such modification, waiver or amendment of any term of any
Specially Serviced Mortgage Loan is effected are required to be available
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for review during normal business hours at the offices of the Special Servicer.
See "DESCRIPTION OF THE CERTIFICATES--Reports to Certificateholders; Available
Information" in this prospectus supplement.
For any Mortgage Loan other than a Specially Serviced Mortgage Loan and/or
the Pari Passu Loans and subject to the rights of the Special Servicer, and,
with respect to the Co-Lender Loans (other than the Pari Passu Loans), subject
to certain rights of the holders of the related Companion Loans, the Master
Servicer is responsible for any request by a borrower for the consent to
modify, waive or amend certain terms as specified in the Pooling and Servicing
Agreement, including, without limitation, (i) approving certain leasing
activity other than granting or entering into any subordination,
non-disturbance or attornment agreement (an "SNDA"), it being agreed that the
Master Servicer shall not grant, but shall forward to the Special Servicer, all
requests for and any lease that requires an SNDA (or any waiver, consent,
approval, amendment or modification in connection therewith) subject to certain
thresholds as more particularly set forth in the Pooling and Servicing
Agreement, (ii) approving certain substitute property managers, (iii) approving
certain waivers regarding the timing or need to audit certain financial
statements, (iv) approving certain modifications in connection with a
defeasance permitted by the terms of the applicable Mortgage Loan documents and
(v) approving certain consents with respect to non-material right-of-ways and
easements and consents to subordination of the related Mortgage Loan to such
non-material easements or right-of-ways as more specifically set forth in the
Pooling and Servicing Agreement.
Generally, any modification, extension, waiver or amendment of the payment
terms of a Co-Lender Loan will be required to be structured so as to be
consistent with the allocation and payment priorities in the related loan
documents and the related Intercreditor Agreement, such that neither the Trust
Fund as holder of the Co-Lender Loan, nor the holder(s) of the related
Companion Loans gain a priority over the other such holder that is not
reflected in the related Mortgage Loan documents and the related Intercreditor
Agreement.
THE CONTROLLING CLASS REPRESENTATIVE
Subject to the succeeding paragraphs (other than with respect to the NGP
Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan), the Controlling Class
Representative is entitled to advise the Special Servicer with respect to the
following actions of the Special Servicer, and the Special Servicer is not
permitted to take any of the following actions as to which the Controlling
Class Representative, has objected in writing within ten business days of being
notified thereof (provided that if such written objection has not been received
by the Special Servicer within such ten business day period, then the
Controlling Class Representative's approval will be deemed to have been given):
(i) any actual or proposed foreclosure upon or comparable conversion
(which may include acquisitions of an REO Property) of the ownership of
properties securing such of the Specially Serviced Mortgage Loans as come
into and continue in default;
(ii) any modification or waiver of any term of the related Mortgage Loan
Documents of a Mortgage Loan that relates to the Maturity Date, Mortgage
Rate, principal balance, amortization term, payment frequency or any
provision requiring the payment of a Prepayment Premium or Yield
Maintenance Charge (other than a modification consisting of the extension
of the maturity date of a Mortgage Loan for one year or less) or a
material non-monetary term;
(iii) any actual or proposed sale of an REO Property (other than in
connection with the termination of the Trust Fund as described under
"DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus
supplement or pursuant to a Purchase Option as described below under
"--Defaulted Mortgage Loans; REO Properties; Purchase Option");
(iv) any determination to bring an REO Property into compliance with
applicable environmental laws or to otherwise address hazardous materials
located at an REO Property;
(v) any acceptance of substitute or additional collateral or release of
material collateral for a Mortgage Loan unless required by the underlying
Mortgage Loan documents;
(vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
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(vii) any release of any performance or "earn-out" reserves, escrows or
letters of credit;
(viii) any acceptance of an assumption agreement releasing a borrower
from liability under a Mortgage Loan (other than in connection with a
defeasance permitted under the terms of the applicable Mortgage Loan
documents);
(ix) any termination of, or modification of, any applicable franchise
agreements related to a Mortgage Loan secured by a hotel;
(x) any termination of the related property manager for Mortgage Loans
having an outstanding principal balance of greater than $5,000,000;
(xi) any determination to allow a borrower not to maintain terrorism
insurance; and
(xii) any determination to decrease the time period referenced in clause
(g) of the definition of Servicing Transfer Event.
In addition, the Controlling Class Representative may direct the Special
Servicer to take, or to refrain from taking, such other actions as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made in the Pooling and Servicing Agreement; provided that no such
direction and no objection contemplated by the prior paragraph may (i) require
or cause the Special Servicer to violate any REMIC provisions, any provision of
the Pooling and Servicing Agreement or applicable law, including the Special
Servicer's obligation to act in accordance with the Servicing Standard, or (ii)
expose the Master Servicer, the Special Servicer, the Trust Fund or the Trustee
to liability, or materially expand the scope of the Special Servicer or its
responsibilities under the Pooling and Servicing Agreement or cause the Special
Servicer to act or fail to act in a manner which, in the reasonable judgment of
the Special Servicer, is not in the best interests of the Certificateholders
and, if applicable, the holders of each Companion Loan, taken as a collective
whole. DSHI Opco LLC, which is an affiliate of the Special Servicer, will be
the initial Controlling Class Representative with respect to each Mortgage
Loan.
Notwithstanding the foregoing, the holders of the San Felipe Plaza
Companion Loan will have the right to direct and/or consent to certain actions
of the Master Servicer and/or the Special Servicer with respect to the San
Felipe Plaza Whole Loan and the Controlling Class, and the Controlling Class
Representative will not have the consent and advice rights described in this
prospectus supplement. Generally, the holder of the San Felipe Plaza Companion
Loan will be entitled to such rights. These rights include that (i) the Special
Servicer and/or the Master Servicer will be required to consult with the holder
of such San Felipe Plaza Companion Loan or its designee and to consider
alternative actions recommended by the holder of such San Felipe Plaza
Companion Loan in connection with (A) any adoption or implementation of a
business plan submitted by the related borrower with respect to the Mortgaged
Property, (B) material alterations on the Mortgaged Property, if approval by
the lender is required by the related Mortgage Loan documents, (C) a material
change in any ancillary Mortgage Loan documents, except for non-economic terms,
or (D) the waiver of any notice provisions related to prepayment; and (ii) the
holder of the San Felipe Plaza Companion Loan or its designee will be entitled
to exercise rights and powers with respect to the San Felipe Plaza Whole Loan
that are the same as or similar to those of the Controlling Class
Representative described above and must be notified of, and give its prior
written approval to the following additional actions: (A) any modification or
waiver of a monetary term of the San Felipe Plaza Whole Loan and any
modification of, or waiver that would result in the extension of the maturity
date of the San Felipe Plaza Whole Loan, a reduction in the interest rate on
the San Felipe Plaza Companion Loan or the monthly debt service payment payable
on the San Felipe Plaza Companion Loan or a deferral or forgiveness of interest
on or principal of the San Felipe Plaza Companion Loan or a modification or
waiver of any other monetary term of the San Felipe Plaza Companion Loan
relating to the timing or amount of any payment of principal and interest
(other than default interest); (B) any modification of, or waiver with respect
to, the San Felipe Loan Whole Loan that would result in a discounted pay-off of
the San Felipe Loan Companion Loan; (C) any foreclosure upon or comparable
conversion (which may include acquisition of an REO Property) of the ownership
of the Mortgaged Property or any acquisition of the Mortgaged Property by
deed-in-lieu of foreclosure; (E) any sale of the San Felipe Loan Whole Loan,
the Mortgaged Property or REO Property; (F) any release of
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the related borrower or any guarantor from liability with respect to the San
Felipe Loan Whole Loan; (G) any waiver of or determination not to enforce a
"due-on-sale" or "due-on-encumbrance" clause (unless such clause is not
exercisable under applicable law or such exercise is reasonably likely to
result in successful legal action by the related borrower); (H) any action to
bring the Mortgaged Property or an REO Property into compliance with
environmental laws; (I) any substitution or release of collateral for the
Mortgage Loan, except as permitted by the related Mortgage Loan documents; (J)
any transfer of the Mortgaged Property or any portion thereof, or any transfer
of any direct or indirect ownership interest in the related borrower by a
person entitled to exercise voting rights, directly or indirectly, in such
borrower, except in each case as permitted by the related Mortgage Loan
documents; (K) any incurrence of additional debt by the related borrower or any
mezzanine financing by any beneficial owner of the related borrower; (L) the
voting on any plan of reorganization, restructuring or similar plan in the
bankruptcy of the related borrower; (M) any proposed modification or waiver of
any provision of the related Mortgage Loan documents governing the types,
nature or amount of insurance coverage required to be obtained and maintained
by the related borrower; (N) any renewal or replacement of the then existing
insurance policies (to the extent the lender's approval is required under the
applicable Mortgage Loan documents); (O) the termination or replacement of a
property manager or execution, termination, renewal or material modification of
any property management agreement, to the extent mortgagee's approval is
provided for under the Mortgage Loan documents; (P) any releases of reserve
funds or related letters of credit or adjustment to the amounts of reserve
funds required under the related Mortgage Loan documents with respect to the
Mortgaged Property; (Q) any approval of an annual budget of the related
borrower, to the extent mortgagee's approval is provided for under the related
Mortgage Loan documents; (R) the execution, termination, renewal or material
modification of any material lease, to the extent mortgagee's approval is
provided for under the Mortgage Loan documents; and (S) any alterations or
improvements to any Mortgaged Property, to the extent mortgagee's approval is
provided for under the related Mortgage Loan documents.
Notwithstanding the foregoing, the holders of the 2500 City West Companion
Loan will have the right to direct and/or consent to certain actions of the
Master Servicer and/or the Special Servicer with respect to the 2500 City West
Whole Loan and the Controlling Class, and the Controlling Class Representative
will not have the consent and advice rights described in this prospectus
supplement. Generally, the holder of the 2500 City West Companion Loan will be
entitled to such rights. These rights include that (i) the Special Servicer
and/or the Master Servicer will be required to consult with the holder of such
2500 City West Companion Loan or its designee and to consider alternative
actions recommended by the holder of such 2500 City West Companion Loan in
connection with (A) any adoption or implementation of a business plan submitted
by the related borrower with respect to the Mortgaged Property, (B) material
alterations on the Mortgaged Property, if approval by the mortgagee is required
by the related Mortgage Loan documents, (C) a material change in any ancillary
Mortgage Loan documents, except for non-economic terms, or (D) the waiver of
any notice provisions related to prepayment; and (ii) the holder of the 2500
City West Companion Loan or its designee will be entitled to exercise rights
and powers with respect to the 2500 City West Whole Loan that are the same as
or similar to those of the Controlling Class Representative described above and
must be notified of, and give its prior written approval to the following
additional actions: (A) any modification or waiver of a monetary term of the
2500 City West Whole Loan and any modification of, or waiver that would result
in the extension of the maturity date of the 2500 City West Whole Loan, a
reduction in the interest rate on the 2500 City West Companion Loan or the
monthly debt service payment payable on the 2500 City West Companion Loan or a
deferral or forgiveness of interest on or principal of the 2500 City West
Companion Loan or a modification or waiver of any other monetary term of the
2500 City West Companion Loan relating to the timing or amount of any payment
of principal and interest (other than default interest); (B) any modification
of, or waiver with respect to, the 2500 City West Whole Loan that would result
in a discounted pay-off of the 2500 City West Companion Loan; (C) any
foreclosure upon or comparable conversion (which may include acquisition of an
REO Property) of the ownership of the Mortgaged Property or any acquisition of
the Mortgaged Property by deed-in-lieu of foreclosure; (E) any sale of the 2500
City West Whole Loan, the Mortgaged Property or REO Property; (F) any release
of the related borrower or any guarantor from liability with respect to the
2500 City West Whole Loan; (G) any waiver of or determination not to enforce a
"due-on-sale" or "due-on-encumbrance" clause (unless such clause
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is not exercisable under applicable law or such exercise is reasonably likely
to result in successful legal action by the related borrower); (H) any action
to bring the Mortgaged Property or an REO Property into compliance with
environmental laws; (I) any substitution or release of collateral for the
Mortgage Loan.
Notwithstanding the foregoing, the holders of the 2500 City West Companion
Loan will have the right to direct and/or consent to certain actions of the
Master Servicer and/or the Special Servicer with respect to the 2500 City West
Whole Loan and the Controlling Class, and the Controlling Class Representative
will not have the consent and advice rights described in this prospectus
supplement. Generally, the holder of the 2500 City West Companion Loan will be
entitled to such rights. These rights include that (i) the Special Servicer
and/or the Master Servicer will be required to consult with the holder of such
2500 City West Companion Loan or its designee and to consider alternative
actions recommended by the holder of such 2500 City West Companion Loan in
connection with (A) any adoption or implementation of a business plan submitted
by the related borrower with respect to the Mortgaged Property, (B) material
alterations on the Mortgaged Property, if approval by the Mortgagee is required
by the related Mortgage Loan documents, (C) a material change in any ancillary
Mortgage Loan documents, except for non-economic terms, or (D) the waiver of
any notice provisions related to prepayment; and (ii) the holder of the 2500
City West Companion Loan or its designee will be entitled to exercise rights
and powers with respect to the 2500 City West Whole Loan that are the same as
or similar to those of the Controlling Class Representative described above and
must be notified of, and give its prior written approval to the following
additional actions: (A) any modification or waiver of a monetary term of the
2500 City West Whole Loan and any modification of, or waiver that would result
in the extension of the maturity date of the 2500 City West Whole Loan, a
reduction in the interest rate on the 2500 City West Companion Loan or the
monthly debt service payment payable on the 2500 City West Companion Loan or a
deferral or forgiveness of interest on or principal of the 2500 City West
Companion Loan or a modification or waiver of any other monetary term of the
2500 City West Companion Loan relating to the timing or amount of any payment
of principal and interest (other than default interest); (B) any modification
of, or waiver with respect to, the 2500 City West Whole Loan that would result
in a discounted pay-off of the 2500 City West Companion Loan; (C) any
foreclosure upon or comparable conversion (which may include acquisition of an
REO Property) of the ownership of the Mortgaged Property or any acquisition of
the Mortgaged Property by deed-in-lieu of foreclosure; (E) any sale of the 2500
City West Whole Loan, the Mortgaged Property or REO Property; (F) any release
of the related borrower or any guarantor from liability with respect to the
2500 City West Whole Loan; (G) any waiver of or determination not to enforce a
"due-on-sale" or "due-on-encumbrance" clause (unless such clause is not
exercisable under applicable law or such exercise is reasonably likely to
result in successful legal action by the related borrower); (H) any action to
bring the Mortgaged Property or an REO Property into compliance with
environmental laws; (I) any substitution or release of collateral for the
Mortgage Loan, except as permitted by the related Mortgage Loan documents; (J)
any transfer of the Mortgaged Property or any portion thereof, or any transfer
of any direct or indirect ownership interest in the related borrower by a
person entitled to exercise voting rights, directly or indirectly, in such
borrower, except in each case as permitted by the Mortgage Loan documents; (K)
any incurrence of additional debt by the related borrower or any mezzanine
financing by any beneficial owner of the related borrower; (L) the voting on
any plan of reorganization, restructuring or similar plan in the bankruptcy of
the related borrower; (M) any proposed modification or waiver of any provision
of the related Mortgage Loan documents governing the types, nature or amount of
insurance coverage required to be obtained and maintained by the related
borrower; (N) any renewal or replacement of the then existing insurance
policies (to the extent the mortgagee's approval is required under the
applicable Mortgage Loan documents); (O) the termination or replacement of a
property manager or execution, termination, renewal or material modification of
any property management agreement, to the extent mortgagee's approval is
provided for under the Mortgage Loan documents; (P) any releases of reserve
funds or related letters of credit or adjustment to the amounts of reserve
funds required under the related Mortgage Loan documents with respect to the
Mortgaged Property; (Q) any approval of an annual budget of the related
borrower, to the extent mortgagee's approval is provided for under the related
Mortgage Loan documents; (R) the execution, termination, renewal or material
modification of any material lease, to the
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extent mortgagee's approval is provided for under the Mortgage Loan documents;
and (S) any alterations or improvements to any Mortgaged Property, to the
extent mortgagee's approval is provided for under the Mortgage Loan documents.
Further, notwithstanding the foregoing, the holders of the Metropolitan
Square Companion Loan will have the right to direct and/or consent to certain
actions of the Master Servicer and/or the Special Servicer with respect to the
Metropolitan Square Whole Loan and the Controlling Class, and the Controlling
Class Representative will not have the consent and advice rights described in
this prospectus supplement. Generally, the holder of the Metropolitan Square
Companion Loan will be entitled to such rights. These rights include that (i)
the Special Servicer and/or the Master Servicer will be required to consult
with the holder of such Metropolitan Square Companion Loan or its designee in
connection with (A) any adoption or implementation of a business plan submitted
by the related borrower with respect to the Mortgaged Property; (B) the
execution or renewal of any lease (if a mortgagee's approval is provided for in
the applicable Mortgage Loan documents); (C) the release of any escrow held in
conjunction with the Loan to the Borrower not expressly required by the terms
of the Mortgage Loan documents or under applicable law; (D) alterations on the
Property if approval by the mortgagee is required by the Mortgage Loan
documents; (E) material change in any ancillary Mortgage Loan documents; or (F)
the waiver of any notice provisions related to prepayment; and (ii) the holder
of the Metropolitan Square Companion Loan or its designee will be entitled to
exercise rights and powers with respect to the Metropolitan Square Whole Loan
that are the same as or similar to those of the Controlling Class
Representative described above and must be notified of, and give its prior
written approval to the following additional actions: (A) any modification of,
or waiver with respect to, the Metropolitan Square Whole Loan that would result
in the extension of the maturity date or extended maturity date thereof, a
reduction in the interest rate borne thereby or the monthly debt service
payment, Prepayment Premium or extension fee payable thereon or a deferral or a
forgiveness of interest on or principal of the Metropolitan Square Whole Loan
or a modification or waiver of any other monetary term of the Loan relating to
the timing or amount of any payment of principal or interest (other than
default interest) or any other material sums due and payable under the Mortgage
Loan documents or a modification or waiver of any provision of the Metropolitan
Square Whole Loan which restricts the related borrower or its equity owners
from incurring additional indebtedness; (B) any modification of, or waiver with
respect to, the Metropolitan Square Whole Loan that would result in a
discounted pay-off of the Metropolitan Square Whole Loan; (C) any foreclosure
upon or comparable conversion of the ownership of the Mortgaged Property or any
acquisition of the Mortgaged Property by deed-in-lieu of foreclosure; (D) any
sale of the Mortgaged Property or any material portion thereof (other than
pursuant to a purchase option contained herein or in the Pooling and Servicing
Agreement) or, except, as specifically permitted in the Mortgage Loan
documents, the transfer of any direct or indirect interest in Borrower or any
sale of the Metropolitan Square Whole Loan (other than pursuant to a purchase
option contained herein or in the Pooling and Servicing Agreement); (E) any
action to bring the Mortgaged Property or REO Property into compliance with any
laws relating to hazardous materials; (F) any substitution or release of
collateral for the Metropolitan Square Whole Loan (other than in accordance
with the terms of, or upon satisfaction of, the Metropolitan Square Whole
Loan); (G) any release of the related borrower or any guarantor from liability
with respect to the Metropolitan Square Whole Loan; (H) any waiver of or
determination not to enforce a "due-on-sale" or "due-on-encumbrance" clause
(unless such clause is not exercisable under applicable law or such exercise is
reasonably likely to result in successful legal action by the related
borrower); (I) any material changes to or waivers of any of the insurance
requirements set forth in the Mortgage Loan documents; and (J) any incurrence
of additional debt by the related borrower to the extent such incurrence
requires the consent of mortgagee under the Mortgage Loan documents.
Pursuant to the 2005-C20 Pooling and Servicing Agreement and the related
Pari Passu Loan Intercreditor Agreements, with respect to the NGP Rubicon GSA
Pool Loan and the 1000 & 1100 Wilson Loan, the Controlling Class Representative
will generally share with the controlling class representative under the
2005-C20 Pooling and Servicing Agreement (the "2005-C20 Controlling Class
Representative") the rights given to the 2005-C20 Controlling Class
Representative under the 2005-C20 Pooling and Servicing Agreement to direct the
2005-C20 Master Servicer and/or 2005-C20 Special Servicer with respect to the
servicing of the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan and
the
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related Pari Passu Companion Loan. In general, in the event that the 2005-C20
Controlling Class Representative is required to give its consent or advice or
otherwise take any action with respect to the NGP Rubicon GSA Pool Loan or the
1000 & 1100 Wilson Loan, the 2005-C20 Controlling Class Representative will
generally be required to confer with the Controlling Class Representative
regarding such advice or consent. In the event that the 2005-C20 Controlling
Class Representative and the Controlling Class Representative disagree with
respect to such advice, consent or action, the related Pari Passu Loan
Intercreditor Agreement and the 2005-C20 Pooling and Servicing Agreement
provide that the 2005-C20 Controlling Class Representative and the Controlling
Class Representative will contract with a third party designated under the
related Pari Passu Loan Intercreditor Agreement to resolve such disagreement
and the decision of such third party will be binding upon the 2005-C20
Controlling Class Representative and the Controlling Class Representative in
accordance with the related Pari Passu Loan Intercreditor Agreement. In
addition, the actions as to which the Controlling Class Representative and the
holder of the related Pari Passu Companion Loan or its designee may advise and
will have consent rights vary to some extent from the actions described in
clauses (i) through (xii) referred to in the first paragraph of this "--The
Controlling Class Representative" section.
Notwithstanding the rights of the Controlling Class Representative
detailed above, the holder of a Mezz Cap Companion Loan may exercise certain
approval rights relating to a modification of the related Mezz Cap Loan or the
related Mezz Cap Companion Loan that materially and adversely affects the
holder of such Mezz Cap Companion Loan prior to the expiration of the related
repurchase period. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans--Mezz
Cap Loans--Servicing Provisions of the Mezz Cap Intercreditor Agreements" in
this prospectus supplement.
In addition, the holder of a Caplease Companion Loan may exercise certain
approval rights relating to a modification of such Caplease Companion Loan that
materially and adversely affects the holder of such Caplease Companion Loan
prior to the expiration of the related repurchase period. In addition, the
holder of the Caplease Companion Loan may exercise certain approval rights
relating to a modification of the related Caplease Loan or Caplease Companion
Loan that materially and adversely affects the holder of the related Caplease
Companion Loan and certain other matters related to Defaulted Lease Claims. See
"DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans--Caplease Loans--Servicing
Provisions of the Caplease Intercreditor Agreements" in this prospectus
supplement.
Further, notwithstanding any of the control rights of the holders of the
Subordinate Companion Loans described above, generally no such control rights
contemplated by the prior paragraphs may require or cause the Master Servicer
or Special Servicer, as applicable, to violate any REMIC regulations, any
provision of the Pooling and Servicing Agreement or applicable law, including
the Master Servicer's or Special Servicer's obligation to act in accordance
with the Servicing Standard.
Limitation on Liability of the Controlling Class Representative. The
Controlling Class Representative will not have any liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to a
Controlling Class Certificateholder which would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of reckless disregard of obligations or duties. By its acceptance of
a Certificate, each Certificateholder confirms its understanding that the
Controlling Class Representative may take actions that favor the interests of
one or more Classes of the Certificates over other Classes of the Certificates,
and that the Controlling Class Representative may have special relationships
and interests that conflict with those of holders of some Classes of the
Certificates; and each Certificateholder agrees to take no action against the
Controlling Class Representative or any of its respective officers, directors,
employees, principals or agents as a result of such a special relationship or
conflict. Generally, the holders of the Subordinate Companion Loans or their
respective designees, in connection with exercising the rights and powers
described above with respect to the related Co-Lender Loan will be entitled to
substantially the same liability limitations to which the Controlling Class
Representative is entitled.
DEFAULTED MORTGAGE LOANS; REO PROPERTIES; PURCHASE OPTION
The Pooling and Servicing Agreement contains provisions requiring, within
60 days after a Mortgage Loan (other than the NGP Rubicon GSA Pool Loan and the
1000 & 1100 Wilson Loan) becomes a
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Defaulted Mortgage Loan, the Special Servicer to determine the fair value of
the Mortgage Loan in accordance with the Servicing Standard. A "Defaulted
Mortgage Loan" is a Mortgage Loan (i) that is delinquent sixty days or more
with respect to a Periodic Payment (not including the Balloon Payment) or (ii)
that is delinquent in respect of its Balloon Payment unless the Master Servicer
has, on or prior to the due date of such Balloon Payment, received written
evidence from an institutional lender of such lender's binding commitment to
refinance such Mortgage Loan within 60 days after the due date of such Balloon
Payment (provided that if such refinancing does not occur during such time
specified in the commitment, the related Mortgage Loan will immediately become
a Defaulted Mortgage Loan), in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage
Loan documents and without regard to any acceleration of payments under the
related Mortgage and Mortgage Note or (iii) as to which the Master Servicer or
Special Servicer has, by written notice to the related mortgagor, accelerated
the maturity of the indebtedness evidenced by the related Mortgage Note. The
Special Servicer will be permitted to change, from time to time, its
determination of the fair value of a Defaulted Mortgage Loan based upon changed
circumstances, new information or otherwise, in accordance with the Servicing
Standard; provided, however, that the Special Servicer will update its
determination of the fair value of a Defaulted Mortgage Loan at least once
every 90 days.
In the event a Mortgage Loan becomes a Defaulted Mortgage Loan, the
Majority Subordinate Certificateholder will have an assignable option to
purchase (subject to, in certain instances, the rights of subordinated secured
creditors or mezzanine lenders to purchase the related Mortgage Loan) (the
"Purchase Option") the Defaulted Mortgage Loan from the Trust Fund at a price
(the "Option Price") equal to (i) the outstanding principal balance of the
Defaulted Mortgage Loan as of the date of purchase, plus all accrued and unpaid
interest on such balance plus all related fees and expenses, if the Special
Servicer has not yet determined the fair value of the Defaulted Mortgage Loan,
or (ii) the fair value of the Defaulted Mortgage Loan as determined by the
Special Servicer, if the Special Servicer has made such fair value
determination. If the Purchase Option is not exercised by the Majority
Subordinate Certificateholder or any assignee thereof within 60 days of a
Mortgage Loan becoming a Defaulted Mortgage Loan, then the Majority Subordinate
Certificateholder shall assign the Purchase Option to the Special Servicer for
fifteen days. If the Purchase Option is not exercised by the Special Servicer
or its assignee within such fifteen day period, then the Purchase Option shall
revert to the Majority Subordinate Certificateholder.
Unless and until the Purchase Option with respect to a Defaulted Mortgage
Loan is exercised, the Special Servicer will be required to pursue such other
resolution strategies available under the Pooling and Servicing Agreement,
including workout and foreclosure, consistent with the Servicing Standard, but
the Special Servicer generally will not be permitted to sell the Defaulted
Mortgage Loan other than pursuant to the exercise of the Purchase Option.
If not exercised sooner, the Purchase Option with respect to any Defaulted
Mortgage Loan will automatically terminate upon (i) the related mortgagor's
cure of all defaults on the Defaulted Mortgage Loan, (ii) the acquisition on
behalf of the Trust Fund of title to the related Mortgaged Property by
foreclosure or deed-in-lieu of foreclosure or (iii) the modification or pay-off
(full or discounted) of the Defaulted Mortgage Loan in connection with a
workout. In addition, the Purchase Option with respect to a Defaulted Mortgage
Loan held by any person will terminate upon the exercise of the Purchase Option
by any other holder of the Purchase Option.
If (a) the Purchase Option is exercised with respect to a Defaulted
Mortgage Loan and the person expected to acquire the Defaulted Mortgage Loan
pursuant to such exercise is the Majority Subordinate Certificateholder, the
Special Servicer, or any affiliate of any of them (in other words, the Purchase
Option has not been assigned to another unaffiliated person) and (b) the Option
Price is based on the Special Servicer's determination of the fair value of the
Defaulted Mortgage Loan, the Trustee will be required to determine if the
Option Price represents a fair price for the Defaulted Mortgage Loan. In making
such determination, the Trustee will be entitled to rely on the most recent
appraisal of the related Mortgaged Property that was prepared in accordance
with the terms of the Pooling and Servicing Agreement and may rely upon the
opinion and report of an independent third party in making such determination,
the cost of which will be advanced by the Master Servicer.
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If title to any Mortgaged Property is acquired by the Trustee on behalf of
the Certificateholders pursuant to foreclosure proceedings instituted by the
Special Servicer or otherwise, the Special Servicer, after notice to the
Controlling Class Representative, shall use its reasonable best efforts to sell
any REO Property as soon as practicable in accordance with the Servicing
Standard but prior to the end of the third calendar year following the year of
acquisition, unless (i) the Internal Revenue Service grants an extension of
time to sell such property (an "REO Extension") or (ii) it obtains an opinion
of counsel generally to the effect that the holding of the property for more
than three years after the end of the calendar year in which it was acquired
will not result in the imposition of a tax on the Trust Fund or cause any REMIC
relating to the assets of the Trust Fund to fail to qualify as a REMIC under
the Code. If the Special Servicer on behalf of the Trustee has not received an
Extension or such opinion of counsel and the Special Servicer is not able to
sell such REO Property within the period specified above, or if an REO
Extension has been granted and the Special Servicer is unable to sell such REO
Property within the extended time period, the Special Servicer shall auction
the property pursuant to the auction procedure set forth below.
The Special Servicer shall give the Controlling Class Representative, the
Master Servicer and the Trustee not less than five days' prior written notice
of its intention to sell any such REO Property, and shall auction the REO
Property to the highest bidder (which may be the Special Servicer) in
accordance with the Servicing Standard; provided, however, that the Master
Servicer, Special Servicer, Majority Subordinate Certificateholder, any
independent contractor engaged by the Master Servicer or the Special Servicer
pursuant to the Pooling and Servicing Agreement (or any officer or affiliate
thereof) shall not be permitted to purchase the REO Property at a price less
than the outstanding principal balance of such Mortgage Loan as of the date of
purchase, plus all accrued but unpaid interest and related fees and expenses,
except in limited circumstances set forth in the Pooling and Servicing
Agreement; and provided, further, that if the Special Servicer intends to bid
on any REO Property, (i) the Special Servicer shall notify the Trustee of such
intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust
Fund an appraisal of such REO Property (or internal valuation in accordance
with the procedures specified in the Pooling and Servicing Agreement) and (iii)
the Special Servicer shall not bid less than the greater of (x) the fair market
value set forth in such appraisal (or internal valuation) or (y) the
outstanding principal balance of such Mortgage Loan, plus all accrued but
unpaid interest and related fees and expenses.
Subject to the REMIC provisions, the Special Servicer shall act on behalf
of the Trust Fund in negotiating and taking any other action necessary or
appropriate in connection with the sale of any REO Property or the exercise of
the Purchase Option, including the collection of all amounts payable in
connection therewith. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its affiliates may bid for
any REO Property or purchase any Defaulted Mortgage Loan. Any sale of a
Defaulted Mortgage Loan (pursuant to the Purchase Option) or REO Property shall
be without recourse to, or representation or warranty by, the Trustee, the
Depositor, any Mortgage Loan Seller, the Special Servicer, the Master Servicer
or the Trust Fund. Notwithstanding the foregoing, nothing herein shall limit
the liability of the Master Servicer, the Special Servicer or the Trustee to
the Trust Fund and the Certificateholders for failure to perform its duties in
accordance with the Pooling and Servicing Agreement. None of the Special
Servicer, the Master Servicer, the Depositor or the Trustee shall have any
liability to the Trust Fund or any Certificateholder with respect to the price
at which a Defaulted Mortgage Loan is sold if the sale is consummated in
accordance with the terms of the Pooling and Servicing Agreement. The proceeds
of any sale after deduction of the expenses of such sale incurred in connection
therewith shall be deposited within one business day in the Certificate
Account.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The Special Servicer or the Master Servicer is required to perform or
cause to be performed a physical inspection of a Mortgaged Property (other than
a Mortgaged Property related to the NGP Rubicon GSA Pool Loan and the 1000 &
1100 Wilson Loan) as soon as practicable after the related Mortgage Loan
becomes a Specially Serviced Mortgage Loan or the related debt service coverage
ratio is below 1.00x; the expense of which will be payable first, out of
penalty interest and late payment charges otherwise payable to the Special
Servicer or the Master Servicer, as the case may be, and received in the
Collection Period during which such inspection related expenses were incurred,
then at the Trust Fund's
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expense. In addition, beginning in 2006, with respect to each Mortgaged
Property securing a Mortgage Loan (other than a Mortgaged Property related to
the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan) with a principal
balance (or allocated loan amount) at the time of such inspection of more than
or equal to $2,000,000, the Master Servicer (with respect to each such
Mortgaged Property securing a Mortgage Loan other than a Specially Serviced
Mortgage Loan) and the Special Servicer (with respect to each Mortgaged
Property securing a Specially Serviced Mortgage Loan) is required (and in the
case of the Master Servicer at its expense) to inspect or cause to be inspected
the Mortgaged Property every calendar year and with respect to each Mortgaged
Property securing a Mortgage Loan with a principal balance (or allocated loan
amount) at the time of such inspection of less than $2,000,000 once every other
calendar year; provided that the Master Servicer is not obligated to inspect
any Mortgaged Property that has been inspected by the Special Servicer in the
previous 6 months. The Special Servicer and the Master Servicer each will be
required to prepare a written report of each such inspection performed by it
that describes the condition of the Mortgaged Property and that specifies the
existence with respect thereto of any sale, transfer or abandonment or any
material change in its condition or value.
The Special Servicer with respect to Specially Serviced Mortgage Loans and
REO Properties or the Master Servicer with respect to all other Mortgage Loans
is also required consistent with the Servicing Standard to collect from the
related borrower and review the quarterly and annual operating statements of
each Mortgaged Property (other than a Mortgaged Property related to the NGP
Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan) and to cause annual
operating statements to be prepared for each REO Property. Generally, the
Mortgage Loans require the related borrower to deliver an annual property
operating statement. However, there can be no assurance that any operating
statements required to be delivered will in fact be delivered, nor is the
Master Servicer or Special Servicer likely to have any practical means of
compelling such delivery in the case of an otherwise performing Mortgage Loan.
Copies of the inspection reports and operating statements referred to
above are required to be available for review by Certificateholders during
normal business hours at the offices of the Special Servicer or the Master
Servicer, as applicable. See "DESCRIPTION OF THE CERTIFICATES--Reports to
Certificateholders; Available Information" in this prospectus supplement.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
The Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-C21 (the "Certificates") will be issued
pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2005,
among the Depositor, the Master Servicer, the Special Servicer and the Trustee
(the "Pooling and Servicing Agreement"). The Certificates represent in the
aggregate the entire beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of: (i) the Mortgage Loans and all payments and
other collections in respect of such loans received or applicable to periods
after the applicable Cut-Off Date (exclusive of payments of principal and
interest due, and principal prepayments received, on or before the Cut-Off
Date); (ii) any REO Property acquired on behalf of the Trust Fund; (iii) such
funds or assets as from time to time are deposited in the Certificate Account,
the Distribution Account, the Class A-2PFL Floating Rate Account, the Class
A-MFL Floating Rate Account, the REO accounts, the Additional Interest Account,
the Gain on Sale Reserve Account and the Interest Reserve Account (see
"DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certificate Account" in
the accompanying prospectus); (iv) certain rights of the Depositor under each
Mortgage Loan Purchase Agreement relating to Mortgage Loan document delivery
requirements and the representations and warranties of the Mortgage Loan
Sellers regarding the Mortgage Loans; and (v) certain rights under the Swap
Contracts.
The Certificates consist of the following classes (each, a "Class")
designated as: (i) the Class A-1 Class A-2PFL, Class A-2C, Class A-3, Class
A-PB, Class A-4 and Class A-1A Certificates (collectively, the "Class A
Certificates"); (ii) the Class A-MFL, Class A-MFX, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O and Class P Certificates (collectively, the "Subordinate
Certificates"); and, together with the Class A Certificates, the "Sequential
Pay Certificates"); (iii) the Class X-C and Class X-P Certificates
(collectively, the "Class X Certificates" and collectively with the Sequential
Pay Certificates, the "REMIC Regular Certificates"); (iv) the Class R-I and
Class R-II Certificates (collectively, the "REMIC Residual Certificates"); and
(v) the Class Z Certificates.
Only the Class A-1, Class A-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 (collectively, the "Offered Certificates") are offered by
this prospectus supplement. The Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class X-C and Class X-P
Certificates (collectively, the "Non-Offered Certificates"), the Class Z
Certificates and the REMIC Residual Certificates have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") and are not
offered by this prospectus supplement. Accordingly, information in this
prospectus supplement regarding the terms of the Non-Offered Certificates, the
Class Z Certificates and the REMIC Residual Certificates is provided solely
because of its potential relevance to a prospective purchaser of an Offered
Certificate.
On the Closing Date, the "Class A-2PFL Regular Interest" and the "Class
A-MFL Regular Interest" will also be issued by the Trust Fund as uncertificated
regular interests in one of the REMICs. Neither the Class A-2PFL Regular
Interest nor the Class A-MFL Regular Interest is offered by this prospectus
supplement separately from the Class A-2PFL Certificates and the Class A-MFL
Certificates, respectively. The Depositor will transfer the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest to the Trust Fund in
exchange for the Class A-2PFL Certificates and the Class A-MFL Certificates,
respectively. The Class A-2PFL Certificates and the Class A-MFL Certificates
are offered by this prospectus supplement. The Class A-2PFL Certificates will
represent all of the beneficial ownership interest in the portion of the Trust
Fund that consists of the Class A-2PFL Regular Interest, the Class A-2PFL
Floating Rate Account and the Class A-2PFL Swap Contract. The Class A-MFL
Certificates will represent all of the beneficial ownership interest in the
portion of the Trust Fund that consists of the Class A-MFL Regular Interest,
the Class A-MFL Floating Rate Account and the Class A-MFL Swap Contract.
REGISTRATION AND DENOMINATIONS
The Offered Certificates will be made available in book-entry format
through the facilities of The Depository Trust Company ("DTC"). The Offered
Certificates will be offered in denominations of not less than $10,000 actual
principal amount and in integral multiples of $1 in excess thereof.
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The holders of Offered Certificates may hold their Certificates through
DTC (in the United States) or Clearstream Banking, societe anonyme
("Clearstream") or Euroclear Bank S.A./N.V., as operator (the "Euroclear
Operator") of the Euroclear System (the "Euroclear System") (in Europe) if they
are participants of such respective system ("Participants"), or indirectly
through organizations that are Participants in such systems. Clearstream and
Euroclear Operator will hold omnibus positions on behalf of the Clearstream
Participants and the Euroclear Participants, respectively, through customers'
securities accounts in the name of Clearstream and Euroclear Operator on the
books of the respective depositaries (collectively, the "Depositaries") which
in turn will hold such positions in customers' securities accounts in the
Depositaries' names on the books of DTC. DTC is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended. DTC was created to hold securities
for its Participants and to facilitate the clearance and settlement of
securities transactions between Participants through electronic computerized
book-entries, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers, banks, trust
companies and clearing corporations. Indirect access to the DTC system also is
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly ("Indirect Participants").
Transfers between DTC Participants will occur in accordance with DTC
rules. Transfers between Clearstream Participants and Euroclear Participants
will occur in accordance with their applicable rules and operating procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly through Clearstream Participants or
Euroclear Participants, on the other, will be effected in DTC in accordance
with DTC rules on behalf of the relevant European international clearing system
by its Depositary; however, such cross-market transactions will require
delivery of instructions to the relevant European international clearing system
by the counterparty in such system in accordance with its rules and procedures.
If the transaction complies with all relevant requirements, the Euroclear
Operator or Clearstream, as the case may be, will then deliver instructions to
the Depositary to take action to effect final settlement on its behalf.
Because of time-zone differences, it is possible that credits of
securities in Clearstream or the Euroclear Operator as a result of a
transaction with a DTC Participant will be made during the subsequent
securities settlement processing, dated the business day following the DTC
settlement date, and such credits or any transactions in such securities
settled during such processing will be reported to the relevant Clearstream
Participant or Euroclear Participant on such business day. Cash received in
Clearstream or the Euroclear Operator as a result of sales of securities by or
through a Clearstream Participant or a Euroclear Participant to a DTC
Participant will be received with value on the DTC settlement date, due to time
zone differences may be available in the relevant Clearstream or the Euroclear
Operator cash account only as of the business day following settlement in DTC.
The holders of Offered Certificates that are not Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of,
or other interests in, Offered Certificates may do so only through Participants
and Indirect Participants. In addition, holders of Offered Certificates will
receive all distributions of principal and interest from the Trustee through
the Participants who in turn will receive them from DTC. Similarly, reports
distributed to Certificateholders pursuant to the Pooling and Servicing
Agreement and requests for the consent of Certificateholders will be delivered
to beneficial owners only through DTC, the Euroclear Operator, Clearstream and
their respective Participants. Under a book-entry format, holders of Offered
Certificates may experience some delay in their receipt of payments, reports
and notices, since such payments, reports and notices will be forwarded by the
Trustee to Cede & Co., as nominee for DTC. DTC will forward such payments,
reports and notices to its Participants, which thereafter will forward them to
Indirect Participants, Clearstream, the Euroclear Operator or holders of
Offered Certificates, as applicable.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
Offered Certificates among Participants on
S-244
whose behalf it acts with respect to the Offered Certificates and to receive
and transmit distributions of principal of, and interest on, the Offered
Certificates. Participants and Indirect Participants with which the holders of
Offered Certificates have accounts with respect to the Offered Certificates
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective holders of Offered Certificates.
Accordingly, although the holders of Offered Certificates will not possess the
Offered Certificates, the Rules provide a mechanism by which Participants will
receive payments on Offered Certificates and will be able to transfer their
interest.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a holder of
Offered Certificates to pledge such Certificates to persons or entities that do
not participate in the DTC system, or to otherwise act with respect to such
Certificates, may be limited due to the lack of a physical certificate for such
Certificates.
DTC has advised the Depositor that it will take any action permitted to be
taken by a holder of an Offered Certificate under the Pooling and Servicing
Agreement only at the direction of one or more Participants to whose accounts
with DTC the Offered Certificates are credited. DTC may take conflicting
actions with respect to other undivided interests to the extent that such
actions are taken on behalf of Participants whose holdings include such
undivided interests.
Except as required by law, none of the Depositor, the Underwriters, the
Master Servicer or the Trustee will have any liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Offered Certificates held by Cede & Co., as nominee for DTC,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
Clearstream is a limited liability company (a societe anonyme) organized
under the laws of Luxembourg. Clearstream holds securities for its
participating organizations ("Clearstream Participants") and facilitates the
clearance and settlement of securities transactions between Clearstream
Participants through electronic book-entry changes in accounts of Clearstream
Participants, thereby eliminating the need for physical movement of
certificates.
The Euroclear System was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment. The Euroclear System is owned by
Euroclear.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System and applicable
Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within the Euroclear system,
withdrawal of securities and cash from the Euroclear System, and receipts of
payments with respect to securities in the Euroclear System.
The information in this prospectus supplement concerning DTC, Clearstream
or the Euroclear Operator and their book-entry systems has been obtained from
sources believed to be reliable, but neither the Depositor nor any of the
Underwriters takes any responsibility for the accuracy or completeness thereof.
S-245
CERTIFICATE BALANCES AND NOTIONAL AMOUNTS
Subject to a permitted variance of plus or minus 5.0%, the respective
Classes of Sequential Pay Certificates described below will have the
Certificate Balances representing the approximate percentage of the Cut-Off
Date Pool Balance as set forth in the following table:
CLOSING DATE PERCENTAGE OF
CERTIFICATE CUT-OFF DATE
CLASS OF CERTIFICATES BALANCE POOL BALANCE
- ------------------------------------------------------------------------ -------------- --------------
Class A-1 Certificates ................................................. $ 69,560,000 2.124%
Class A-2PFL Certificates .............................................. $428,194,000 13.072%
Class A-2C Certificates ................................................ $178,951,000 5.463%
Class A-3 Certificates ................................................. $184,152,000 5.622%
Class A-PB Certificates ................................................ $148,510,000 4.534%
Class A-4 Certificates ................................................. $892,268,000 27.240%
Class A-1A Certificates ................................................ $391,296,000 11.946%
Class A-MFL Certificates ............................................... $100,000,000 3.053%
Class A-MFX Certificates ............................................... $227,562,000 6.947%
Class A-J Certificates ................................................. $217,009,000 6.625%
Class B Certificates ................................................... $ 65,513,000 2.000%
Class C Certificates ................................................... $ 32,756,000 1.000%
Class D Certificates ................................................... $ 61,418,000 1.875%
Non-Offered Certificates (other than the Class X Certificates) ......... $278,427,483 8.500%
The "Certificate Balance" of any Class of Sequential Pay Certificates
(other than the Class A-2PFL Certificates and the Class A-MFL Certificates) and
the Class A-2PFL Regular Interest and the Class A-MFL Regular Interest (and,
correspondingly, the Class A-2PFL Certificates and the Class A-MFL
Certificates) outstanding at any time represents the maximum amount that the
holders thereof are entitled to receive as distributions allocable to principal
from the cash flow on the Mortgage Loans and the other assets in the Trust
Fund. The Certificate Balance of each Class of Sequential Pay Certificates
(other than the Class A-2PFL Certificates and the Class A-MFL Certificates) and
the Class A-2PFL Regular Interest and the Class A-MFL Regular Interest (and,
correspondingly, the Class A-2PFL Certificates and the Class A-MFL
Certificates), in each case, will be reduced on each Distribution Date by any
distributions of principal actually made on such Class of Certificates on such
Distribution Date, and further by any Realized Losses and Additional Trust Fund
Expenses actually allocated to such Class of Certificates on such Distribution
Date. The Certificate Balance of the Class A-2PFL Certificates and the Class
A-MFL Certificates will be reduced on each Distribution Date by an amount
corresponding to any such reduction in the Certificate Balance of the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest, respectively.
The Class X-C and Class X-P Certificates do not have Certificate Balances,
but represent the right to receive the distributions of interest in amounts
equal to the aggregate interest accrued on the applicable notional amount
(each, a Notional Amount") of the related Class of Class X-C and Class X-P
Certificates. On each Distribution Date, the Notional Amount of the Class X-C
Certificates generally will be equal to the aggregate outstanding Certificate
Balances of the Sequential Pay Certificates (other than the Class A-2PFL
Certificates and the Class A-MFL Certificates) and the Class A-2PFL Regular
Interest and the A-MFL Regular Interest (and, correspondingly, the Class A-2PFL
Certificates and the Class A-MFL Certificates) on such Distribution Date. The
initial Notional Amount of the Class X-C Certificates will equal approximately
$3,275,616,482 (subject to a permitted variance of plus or minus 5.0%).
The Notional Amount of the Class X-P Certificates will generally equal:
(i) until the Distribution Date in April 2006, the sum of (a) the lesser
of $65,814,000 and the Certificate Balance of the Class A-1 Certificates,
(b) the lesser of $390,323,000 and the Certificate Balance of the Class
A-1A Certificates and (c) the aggregate Certificate Balances of the Class
A-2C, Class A-3, Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, and Class H Certificates and
the Class A-2PFL and Class A-MFL Regular Interests;
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(ii) after the Distribution Date in April 2006, through and including
the Distribution Date in October 2006, the sum of (a) the lesser of
$61,336,000 and the Certificate Balance of the Class A-1 Certificates, (b)
the lesser of $389,179,000 and the Certificate Balance of the Class A-1A
Certificates and (c) the aggregate Certificate Balances of the Class A-2C,
Class A-3, Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, and Class H Certificates and the Class
A-2PFL and Class A-MFL Regular Interests;
(iii) after the Distribution Date in October 2006, through and including
the Distribution Date in April 2007, the sum of (a) the lesser of
$8,078,000 and the Certificate Balance of the Class A-1 Certificates, (b)
the lesser of $381,467,000 and the Certificate Balance of the Class A-1A
Certificates and (c) the aggregate Certificate Balances of the Class A-2C,
Class A-3, Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, and Class H Certificates and the Class
A-2PFL and Class A-MFL Regular Interests;
(iv) after the Distribution Date in April 2007, through and including
the Distribution Date in October 2007, the sum of (a) the lesser of
$125,998,000 and the Certificate Balance of the Class A-2C Certificates,
(b) the lesser of $372,778,000 and the Certificate Balance of the Class
A-1A Certificates and (c) the aggregate Certificate Balances of the Class
A-3, Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, and Class H Certificates and the Class A-2PFL
and Class A-MFL Regular Interests;
(v) after the Distribution Date in October 2007, through and including
the Distribution Date in April 2008, the sum of (a) the lesser of
$66,217,000 and the Certificate Balance of the Class A-2C Certificates, (b)
the lesser of $363,747,000 and the Certificate Balance of the Class A-1A
Certificates and (c) the aggregate Certificate Balances of the Class A-3,
Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, and Class H Certificates and the Class A-2PFL
and Class A-MFL Regular Interests;
(vi) after the Distribution Date in April 2008, through and including
the Distribution Date in October 2008, the sum of (a) the lesser of
$7,686,000 and the Certificate Balance of the Class A-2C Certificates (b)
the lesser of $354,972,000 and the Certificate Balance of the Class A-1A
Certificates, and (c) the aggregate Certificate Balances of the Class A-3,
Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B, Class C, Class D,
Class E, Class F, and Class G Certificates and the Class A-2PFL and Class
A-MFL Regular Interests and (d) the lesser of $40,160,000 and the
Certificate Balance of the Class H Certificates.
(vii) after the Distribution Date in October 2008, through and including
the Distribution Date in April 2009, the sum of (a) the lesser of
$377,124,000 and the Certificate Balance of the Class A-2PFL Regular
Interest (b) the lesser of $346,117,000 and the Certificate Balance of the
Class A-1A Certificates, (c) the aggregate Certificate Balances of the
Class A-3, Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B, Class C,
Class D, Class E, Class F, and Class G Certificates and the Class A-MFL
Regular Interest and (d) the lesser of $9,409,000 and the Certificate
Balance of the Class H Certificates.
(viii) after the Distribution Date in April 2009, through and including
the Distribution Date in October 2009, the sum of (a) the lesser of
$301,323,000 and the Certificate Balance of the Class A-2PFL Regular
Interest (b) the lesser of $337,604,000 and the Certificate Balance of the
Class A-1A Certificates, (c) the aggregate Certificate Balances of the
Class A-3, Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B, Class C,
Class D, Class E, and Class F Certificates and the Class A-MFL Regular
Interest and (d) the lesser of $12,436,000 and the Certificate Balance of
the Class G Certificates;
(ix) after the Distribution Date in October 2009, through and including
the Distribution Date in April 2010, the sum of (a) the lesser of
$245,863,000 and the Certificate Balance of the Class A-2PFL Regular
Interest (b) the lesser of $329,065,000 and the Certificate Balance of the
Class A-1A Certificates, (c) the aggregate Certificate Balances of Class
A-3, Class A-PB, Class A-4, Class A-MFX, Class A-J, Class B, Class C, Class
D, and Class E Certificates and the Class A-MFL Regular Interest and (d)
the lesser of $24,653,000 and the Certificate Balance of the Class F
Certificates;
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(x) after the Distribution Date in April 2010, through and including the
Distribution Date in October 2010, the sum of (a) the lesser of $74,536,000
and the Certificate Balance of the Class A-PB Certificates, (b) the lesser
of $320,860,000 and the Certificate Balance of the Class A-1A Certificates,
(c) the aggregate Certificate Balances of the Class A-4, Class A-MFX, Class
A-J, Class B, Class C, and Class D Certificates and the Class A-MFL Regular
Interest and (d) the lesser of $34,674,000 and the Certificate Balance of
the Class E Certificates;
(xi) after the Distribution Date in October 2010, through and including
the Distribution Date in April 2011, the sum of (a) the lesser of
$29,718,000 and the Certificate Balance of the Class A-PB Certificates, (b)
the lesser of $312,780,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-4,
Class A-MFX, Class A-J, Class B, Class C, and Class D Certificates and the
Class A-MFL Regular Interest and (d) the lesser of $12,715,000 and the
Certificate Balance of the Class E Certificates;
(xii) after the Distribution Date in April 2011, through and including
the Distribution Date in October 2011, the sum of (a) the lesser of
$879,070,000 and the Certificate Balance of the Class A-4 Certificates, (b)
the lesser of $305,041,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-MFX,
Class A-J, Class B, and Class C Certificates and the Class A-MFL Regular
Interest and (d) the lesser of $53,125,000 and the Certificate Balance of
the Class D Certificates;
(xiii) after the Distribution Date in October 2011, through and
including the Distribution Date in April 2012, the sum of (a) the lesser of
$836,682,000 and the Certificate Balance of the Class A-4 Certificates, (b)
the lesser of $297,455,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-MFX,
Class A-J, Class B, and Class C Certificates and the Class A-MFL Regular
Interest and (d) the lesser of $32,870,000 and the Certificate Balance of
the Class D Certificates;
(xiv) after the Distribution Date in April 2012, through and including
the Distribution Date in October 2012, the sum of (a) the lesser of
$667,294,000 and the Certificate Balance of the Class A-4 Certificates, (b)
the lesser of $242,555,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-MFX,
Class A-J, Class B, and Class C Certificates and the Class A-MFL Regular
Interest and (d) the lesser of $13,546,000 and the Certificate Balance of
the Class D Certificates; and
(xv) after the Distribution Date in October 2012, $0.
The initial Notional Amount of the Class X-P Certificates will be
$3,143,967,000.
The Certificate Balance of any Class of Sequential Pay Certificates (other
than the Class A-2PFL Certificates and the Class A-MFL Certificates) and the
Class A-2PFL Regular Interest and the Class A-MFL Regular Interest may be
increased by the amount, if any, of Certificate Deferred Interest added to such
Class Certificate Balance. With respect to any Mortgage Loan as to which the
Mortgage Rate has been reduced through a modification on any Distribution Date,
"Mortgage Deferred Interest" is the amount by which (a) interest accrued at
such reduced rate is less than (b) the amount of interest that would have
accrued on such Mortgage Loan at the Mortgage Rate before such reduction, to
the extent such amount has been added to the outstanding principal balance of
such Mortgage Loan. On each Distribution Date the amount of interest
distributable to a Class of Sequential Pay Certificates (other than the Class
A-2PFL Certificates and the Class A-MFL Certificates) and the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest will be reduced by the
amount of Mortgage Deferred Interest allocable to such Class (any such amount,
"Certificate Deferred Interest"). With respect to the Sequential Pay
Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) and the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest, Certificate Deferred Interest will be allocated from lowest payment
priority to highest (except with respect to the Class A-1, Class A-2C, Class
A-3, Class A-PB, Class A-4 and Class A-1A Certificates and the Class A-2PFL
Regular Interest which amounts shall be applied pro rata (based on remaining
Class Certificate Balances and to the extent Certificate Deferred Interest will
be allocated to the Class A-MFL Regular Interest and the Class A-MFX
Certificates, such amounts shall be applied pro rata). The Certificate Balance
of each Class of Sequential
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Pay Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) or the Class A-2PFL Regular Interest or the Class A-MFL Regular
Interest to which Certificate Deferred Interest has been so allocated on a
Distribution Date will be increased by the amount of Certificate Deferred
Interest. Any such increase in the Certificate Balance of the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest will result in a
corresponding increase in the Certificate Balance of the Class A-2PFL
Certificates and the Class A-MFL Certificates, respectively. Any increase in
the Certificate Balance of a Class of Sequential Pay Certificates (other than
the Class A-2PFL Certificates and the Class A-MFL Certificates) or the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest will result in an
increase in the Notional Amount of the Class X-C Certificates, and to the
extent there is an increase in the Certificate Balance of the Class A-1, Class
A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-MFX, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G or Class H Certificates or
the Class A-2PFL Regular Interest or the Class A-MFL Regular Interest and
subject to the limits described in the description of the Notional Amount of
the Class X-P Certificates above, the Class X-P Certificates.
The REMIC Residual Certificates do not have Certificate Balances or
Notional Amounts, but represent the right to receive on each Distribution Date
any portion of the Available Distribution Amount for such date that remains
after the required distributions have been made on all the REMIC Regular
Certificates, the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest. It is not anticipated that any such portion of the Available
Distribution Amount will result in more than a de minimis distribution to the
REMIC Residual Certificates.
The Class Z Certificates do not have Certificate Balances or Notional
Amounts, but represent the right to receive on each Distribution Date any
amounts of Additional Interest received in the related Collection Period with
respect to each ARD Loan.
PASS-THROUGH RATES
The Pass-Through Rates applicable to the 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 for each Distribution Date
will equal the respective rate per annum set forth on the front cover of this
prospectus supplement. Each of the Class X-C Components and the Class X-P
Components will be deemed to have a Pass-Through Rate equal to the Pass-Through
Rate of the related Class of Certificates.
The Pass-Through Rate on the Class A-2PFL Regular Interest for each
Distribution Date is a per annum rate equal to %. The Pass-Through Rate on
the Class A-MFL Regular Interest for each Distribution Date is a per annum rate
equal to %.
The Pass-Through Rate on the Class A-2PFL Certificates is a per annum rate
equal to LIBOR plus %; provided, however, under certain circumstances
described under "DESCRIPTION OF THE SWAP CONTRACTS--THE SWAP CONTRACTS" in this
prospectus supplement, the Pass-Through Rate on the Class A-2PFL Certificates
may convert to a per annum rate equal to the Pass-Through Rate on the Class
A-2PFL Regular Interest.
The Pass-Through Rate on the Class A-MFL Certificates is 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 Class A-MFL Certificates at % per annum over (ii)
interest payments calculated at a per annum rate equal to the applicable
Weighted Average Net Mortgage Rate (calculated as described herein) for the
Distribution Date; provided, however, under certain circumstances described
under "DESCRIPTION OF THE SWAP CONTRACTS--THE SWAP CONTRACTS" in this
prospectus supplement, the Pass-Through Rate on the Class A-MFL Certificates
may convert to a per annum rate equal to the Pass-Through Rate on the Class
A-MFL Regular Interest.
The term "LIBOR" means, with respect to the Class A-2PFL Certificates and
the Class A-MFL Certificates and each Interest Accrual Period, the rate for
deposits in U.S. Dollars, for a period equal to one month, which appears on the
Dow Jones Market Service (formerly Telerate) Page 3750 as of
S-249
11:00 a.m., London time, on the related LIBOR Determination Date. If such rate
does not appear on Dow Jones Market Service Page 3750, the rate for that
Interest Accrual Period will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by any four major referenced banks in the
London interbank market selected by the Trustee to provide such bank's offered
quotation of such rates at approximately 11:00 a.m., London time, on the
related LIBOR Determination Date to prime banks in the London interbank market
for a period of one month, commencing on the first day of such Interest Accrual
Period and in an amount that is representative for a single such transaction in
the relevant market at the relevant time. The Trustee will request the
principal London office of any four major reference banks in the London
interbank market selected by the Trustee to provide a quotation of such rates,
as offered by each such bank. If at least two such quotations are provided, the
rate for that Interest Accrual Period will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate
for that Interest Accrual Period will be the arithmetic mean of the rates
quoted by major banks in New York City selected by the Trustee, at
approximately 11:00 a.m., New York City time, on the LIBOR Determination Date
with respect to such Interest Accrual Period for loans in the U.S. Dollars to
leading European banks for a period equal to one month, commencing on the LIBOR
Determination Date with respect to such Interest Accrual Period and in an
amount that is representative for a single such transaction in the relevant
market at the relevant time. The Trustee will determine LIBOR for each Interest
Accrual Period and the determination of LIBOR by the Trustee will be binding
absent manifest error.
The "LIBOR Determination Date" for the Class A-2PFL Certificates and the
Class A-MFL Certificates is (i) with respect to the initial Interest Accrual
Period, the Closing Date, and (ii) with respect to each Interest Accrual Period
thereafter, the date that is two LIBOR Business Days prior to the related
Interest Accrual Period. A "LIBOR Business Day" is any day on which commercial
banks are open for international business (including dealings in U.S. Dollar
deposits) in London, England.
The Pass-Through Rate applicable to the Class X-C Certificates for the
initial Distribution Date will equal approximately % per annum.
The Pass-Through Rate applicable to the Class X-C Certificates for each
subsequent Distribution Date will equal the weighted average of the respective
Class X-C Strip Rates, at which interest accrues from time to time on the
respective components (the "Class X-C Components") of the Class X-C
Certificates outstanding immediately prior to such Distribution Date (weighted
on the basis of the outstanding balances of those Class X-C Components
immediately prior to the Distribution Date); provided that if, on the
Distribution Date in September 2015, the Class A-MFL Certificates remain
outstanding and the Class A-MFL Swap Contract is in effect, the Pass-Through
Rate applicable to the Class X-C Certificates shall be reduced by an amount up
to 0.10% (the "Class X-C Pass-Through Rate Reduction Percentage") for each
subsequent Distribution Date until such time as (i) the Class A-MFL
Certificates are no longer outstanding or (ii) the Pass-Through Rate applicable
to the Class A-MFL Certificates converts to a fixed rate. Each Class X-C
Component will be comprised of all or a designated portion of the Certificate
Balance of one of the Classes of Sequential Pay Certificates (other than the
Class A-2PFL Certificates and the Class A-MFL Certificates) and the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest. In general, the
Certificate Balance of each Class of Sequential Pay Certificates (other than
the Class A-2PFL Certificates and the Class A-MFL Certificates) and the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest will constitute a
separate Class X-C Component. However, if a portion, but not all, of the
Certificate Balance of any particular Class of Sequential Pay Certificates
(other than the Class A-2PFL Certificates and the Class A-MFL Certificates) or
the Class A-2PFL Regular Interest and the Class A-MFL Regular Interest is
identified under "--Certificate Balances and Notional Amounts" above as being
part of the Notional Amount of the Class X-P Certificates immediately prior to
any Distribution Date, then the identified portion of the Certificate Balance
will also represent one or more separate Class X-C Components for purposes of
calculating the Pass-Through Rate of the Class X-C Certificates, and the
remaining portion of the Certificate Balance will represent one or more other
separate Class X-C Components for purposes of calculating the Pass-Through Rate
of the Class X-C Certificates. For each Distribution Date through and including
the Distribution Date in October 2012, "Class X-C Strip Rate" for each Class
X-C Component will be calculated as follows:
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(1) if such Class X-C Component consists of the entire Certificate
Balance of any Class of Sequential Pay Certificates (other than the
Class A-2PFL Certificates and the Class A-MFL Certificates) or the
Class A-2PFL Regular Interest and the Class A-MFL Regular Interest,
and if the Certificate Balance does not, in whole or in part, also
constitute a Class X-P Component immediately prior to the Distribution
Date, then the applicable Class X-C Strip Rate will equal the excess,
if any, of (a) the Weighted Average Net Mortgage Rate for the
Distribution Date, over (b) the Pass-Through Rate in effect for the
Distribution Date for the applicable Class of Sequential Pay
Certificates (other than the Class A-2PFL Certificates and the Class
A-MFL Certificates) or the Class A-2PFL Regular Interest and the Class
A-MFL Regular Interest;
(2) if such Class X-C Component consists of a designated portion (but not
all) of the Certificate Balance of any Class of Sequential Pay
Certificates (other than the Class A-2PFL Certificates and the Class
A-MFL Certificates) or the Class A-2PFL Regular Interest and the Class
A-MFL Regular Interest, and if the designated portion of the
Certificate Balance does not also constitute a Class X-P Component
immediately prior to the Distribution Date, then the applicable Class
X-C Strip Rate will equal the excess, if any, of (a) the Weighted
Average Net Mortgage Rate for the Distribution Date, over (b) the
Pass-Through Rate in effect for the Distribution Date for the
applicable Class of Sequential Pay Certificates (other than the Class
A-2PFL Certificates and the Class A-MFL Certificates) or the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest;
(3) if such Class X-C Component consists of a designated portion (but not
all) of the Certificate Balance of any Class of Sequential Pay
Certificates (other than the Class A-2PFL Certificates and the Class
A-MFL Certificates) or the Class A-2PFL Regular Interest and the Class
A-MFL Regular Interest, and if the designated portion of the
Certificate Balance also constitutes a Class X-P Component immediately
prior to the Distribution Date, then the applicable Class X-C Strip
Rate will equal the excess, if any, of (a) the Weighted Average Net
Mortgage Rate for the Distribution Date, over (b) the sum of (i) the
Class X-P Strip Rate for the applicable Class X-P Component, and (ii)
the Pass-Through Rate in effect for the Distribution Date for the
applicable Class of Sequential Pay Certificates (other than the Class
A-2PFL Certificates and the Class A-MFL Certificates) or the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest; and
(4) if such Class X-C Component consists of the entire Certificate
Balance of any Class of Sequential Pay Certificates (other than the
Class A-2PFL Certificates and the Class A-MFL Certificates) or the
Class A-2PFL Regular Interest and the Class A-MFL Regular Interest,
and if the Certificate Balance also constitutes, in its entirety, a
Class X-P Component immediately prior to such Distribution Date, then
the applicable Class X-C Strip Rate will equal the excess, if any, of
(a) the Weighted Average Net Mortgage Rate for the Distribution Date,
over (b) the sum of (i) the Class X-P Strip Rate for the applicable
Class X-P Component, and (ii) the Pass-Through Rate in effect for the
Distribution Date for the applicable Class of Sequential Pay
Certificates (other than the Class A-2PFL Certificates and the Class
A-MFL Certificates) or the Class A-2PFL Regular Interest and the Class
A-MFL Regular Interest.
For each Distribution Date after the Distribution Date in October 2012,
the entire Certificate Balance of each Class of Sequential Pay Certificates
(other than the Class A-2PFL Certificates and the Class A-MFL Certificates) and
the Class A-2PFL Regular Interest and the Class A-MFL Regular Interest will
constitute one or more separate Class X-C Components, and the applicable Class
X-C Strip Rate with respect to each such Class X-C Component for each
Distribution Date will equal the excess, if any, of (a) the Weighted Average
Net Mortgage Rate for the Distribution Date, over (b) the Pass-Through Rate in
effect for the Distribution Date for the related Class of Sequential Pay
Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) or the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest.
The Pass-Through Rate applicable to the Class X-P Certificates for the
initial Distribution Date will equal approximately % per annum.
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The Pass-Through Rate applicable to the Class X-P Certificates for each
subsequent Distribution Date will equal the weighted average of the respective
Class X-P Strip Rates, at which interest accrues from time to time on the
respective components (the "Class X-P Components") of the Class X-P
Certificates outstanding immediately prior to such Distribution Date (weighted
on the basis of the balances of those Class X-P Components immediately prior to
the Distribution Date). Each Class X-P Component will be comprised of all or a
designated portion of the Certificate Balance of a specified Class of
Sequential Pay Certificates (other than the Class A-2PFL Certificates and the
Class A-MFL Certificates) and the Class A-2PFL Regular Interest and the Class
A-MFL Regular Interest. If all or a designated portion of the Certificate
Balance of any Class of Sequential Pay Certificates (other than the Class
A-2PFL Certificates and the Class A-MFL Certificates) or the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest is identified under
"--Certificate Balances and Notional Amounts" above as being part of the
Notional Amount of the Class X-P Certificates immediately prior to any
Distribution Date, then that Certificate Balance (or designated portion
thereof) will represent one or more separate Class X-P Components for purposes
of calculating the Pass-Through Rate of the Class X-P Certificates. For each
Distribution Date through and including the Distribution Date in October 2012,
the "Class X-P Strip Rate" for each Class X-P Component included in the
Notional Amount of the Class X-P Certificates will equal (x) the lesser of (1)
the Weighted Average Net Mortgage Rate for such Distribution Date, and (2) the
reference rate specified on Annex C to this prospectus supplement for such
Distribution Date minus 0.03% per annum, minus (y) the Pass-Through Rate for
such Component (but in no event will any Class X-P Strip Rate be less than
zero).
After the Distribution Date in October 2012, the Class X-P Certificates
will cease to accrue interest and will have a 0% Pass-Through Rate.
In the case of each Class of REMIC Regular Certificates and the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest, interest at the
applicable Pass-Through Rate will be payable monthly on each Distribution Date
and will accrue during each Interest Accrual Period on the Certificate Balance
(or, in the case of the Class X Certificates, the respective Notional Amount)
of such Class of Certificates or the Class A-2PFL Regular Interest and the
Class A-MFL Regular Interest immediately following the Distribution Date in
such Interest Accrual Period (after giving effect to all distributions of
principal made on such Distribution Date). Interest on each Class of REMIC
Regular Certificates and the Class A-2PFL Regular Interest and the Class A-MFL
Regular Interest will be calculated on the basis of a 360-day year consisting
of twelve 30-day months. The Class A-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 on the Class A-2PFL Certificates and the Class A-MFL
Certificates, 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.
With respect to any Class of REMIC Regular Certificates, the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest and any Distribution
Date, the "Interest Accrual Period" will be the preceding calendar month which
will be deemed to consist of 30 days. The "Interest Accrual Period" with
respect to the Class A-2PFL Certificates and the Class A-MFL Certificates will
be the period from and including the Distribution Date in the month preceding
the month in which the related Distribution Date occurs (or, in the case of the
first Distribution Date, the Closing Date) to, but excluding, the related
Distribution Date, calculated on the basis of the actual number of days in such
Interest Accrual Period and assuming each year has 360 days; provided that if
the Pass-Through Rate on the Class A-2PFL Certificates and the Class A-MFL
Certificates converts to a fixed rate, such accrual period shall be on the same
basis as the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus
supplement.
The Class Z Certificates will not have a Pass-Through Rate or be entitled
to distributions in respect of interest other than Additional Interest with
respect to the Mortgage Loans.
The "Weighted Average Net Mortgage Rate" for each Distribution Date is the
weighted average of the Net Mortgage Rates for the Mortgage Loans as of the
commencement of the related Collection Period, weighted on the basis of their
respective Stated Principal Balances immediately following the preceding
Distribution Date; provided that, for the purpose of determining the Weighted
Average Net Mortgage Rate only, if the Mortgage Rate for any Mortgage Loan has
been modified in connection with
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a bankruptcy or similar proceeding involving the related borrower or a
modification, waiver or amendment granted or agreed to by the Special Servicer,
the Weighted Average Net Mortgage Rate for such Mortgage Loan will be
calculated without regard to such event. The "Net Mortgage Rate" for each
Mortgage Loan will generally equal (x) the Mortgage Rate in effect for such
Mortgage Loan, minus (y) the applicable Administrative Cost Rate for such
Mortgage Loan. Notwithstanding the foregoing, because no Mortgage Loan accrues
interest on the basis of a 360-day year consisting of twelve 30-day months
(which is the basis on which interest accrues in respect of the REMIC Regular
Certificates), then, solely for purposes of calculating the Weighted Average
Net Mortgage Rate for each Distribution Date, the Mortgage Rate of each
Mortgage Loan, in effect during any calendar month will be deemed to be the
annualized rate at which interest would have to accrue in respect of such loan
on a 30/360 basis in order to derive the aggregate amount of interest (other
than default interest) actually accrued in respect of such loan during such
calendar month; provided, however, that the Mortgage Rate in effect during (a)
December of each year that does not immediately precede a leap year, and
January of each year will be the per annum rate stated in the related Mortgage
Note unless the final Distribution Date occurs in January or February
immediately following such December or January and (b) in February of each year
will be determined inclusive of the one day of interest retained from the
immediately preceding January and, if applicable, December. The "Stated
Principal Balance" of each Mortgage Loan outstanding at any time will generally
be an amount equal to the principal balance thereof as of the Cut-Off Date, (a)
reduced on each Distribution Date (to not less than zero) by (i) the portion of
the Principal Distribution Amount for that date which is attributable to such
Mortgage Loan and (ii) the principal portion of any Realized Loss incurred in
respect of such Mortgage Loan during the related Collection Period and (b)
increased on each Distribution Date by any Mortgage Deferred Interest added to
the principal balance of such Mortgage Loan on such Distribution Date. The
Stated Principal Balance of a Mortgage Loan may also be reduced in connection
with any forced reduction of the actual unpaid principal balance thereof
imposed by a court presiding over a bankruptcy proceeding in which the related
borrower is a debtor. In addition, to the extent that principal from general
collections is used to reimburse nonrecoverable Advances or Workout Delayed
Reimbursement Amounts, and such amount has not been included as part of the
Principal Distribution Amount, such amount shall not reduce the Stated
Principal Balance (other than for purposes of computing the Weighted Average
Net Mortgage Rate). Notwithstanding the foregoing, if any Mortgage Loan is paid
in full, liquidated or otherwise removed from the Trust Fund, commencing as of
the first Distribution Date following the Collection Period during which such
event occurred, the Stated Principal Balance of such Mortgage Loan will be
zero. With respect to any Companion Loan on any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan.
The "Collection Period" for each Distribution Date is the period that
begins on the 12th day in the month immediately preceding the month in which
such Distribution Date occurs (or the day after the applicable Cut-Off Date in
the case of the first Collection Period) and ends on and includes the 11th day
in the same month as such Distribution Date. Notwithstanding the foregoing, in
the event that the last day of a Collection Period is not a business day, any
payments received with respect to the Mortgage Loans relating to such
Collection Period on the business day immediately following such day will be
deemed to have been received during such Collection Period and not during any
other Collection Period. The "Determination Date" will be, for any Distribution
Date, the 11th day of each month, or if such 11th day is not a business day,
the next succeeding business day, commencing in November 2005.
DISTRIBUTIONS
General. Except as described below with respect to the Class Z
Certificates, distributions on the Certificates are made by the Trustee, to the
extent of the Available Distribution Amount, on the fourth business day
following the related Determination Date (each, a "Distribution Date"). Except
as described below, all such distributions will be made to the persons in whose
names the Certificates are registered (the "Certificateholders") at the close
of business on the last business day of the month preceding the month in which
the related Distribution Date occurs and shall be made by wire transfer of
immediately available funds, if such Certificateholder shall have provided
wiring instructions no less than five business days prior to such record date,
or otherwise by check mailed to the address of such Certificateholder as it
appears in the Certificate register. The final distribution on any Certificate
(determined without regard
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to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to such Certificate) will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution. All
distributions made with respect to a Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class based on their
respective percentage interests in such Class. The first Distribution Date on
which investors in the Offered Certificates may receive distributions will be
the Distribution Date occurring in November 2005.
The amount allocated to the Class A-2PFL Regular Interest and the Class
A-MFL Regular Interest on each Distribution Date will be deposited into the
related Floating Rate Account, less the portion of such amount, if any, due to
the related Swap Counterparty under the related Swap Contract with respect to
such Distribution Date. In addition, amounts payable to the Trust Fund by the
related Swap Counterparty under the related Swap Contract with respect to the
related Distribution Date will be deposited into the related Floating Rate
Account. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
The Available Distribution Amount. The aggregate amount available for
distributions of interest and principal to Certificateholders (other than the
Class A-2PFL, Class A-MFL, Class R-I, Class R-II and Class Z
Certificateholders) and the Class A-2PFL Regular Interest and the Class A-MFL
Regular Interest (and therefore to the Class A-2PFL Certificateholders and the
Class A-MFL Certificateholders) on each Distribution Date (the "Available
Distribution Amount") will, in general, equal the sum of the following amounts:
(a) the total amount of all cash received on or in respect of the
Mortgage Loans and any REO Properties by the Master Servicer (without
regard to any payments made to or received by the Swap Counterparty) as of
the close of business on the last day of the related Collection Period and
not previously distributed with respect to the Certificates or applied for
any other permitted purpose, exclusive of any portion thereof that
represents one or more of the following:
(ii) any Periodic Payments collected but due on a Due Date after the
related Collection Period;
(iii) any Prepayment Premiums and Yield Maintenance Charges;
(iv) all amounts in the Certificate Account that are payable or
reimbursable to any person other than the Certificateholders, including
any Servicing Fees and Trustee Fees on the Mortgage Loans or Companion
Loans;
(v) any amounts deposited in the Certificate Account in error;
(vi) any Additional Interest on the ARD Loans (which is separately
distributed to the Class Z Certificates);
(vii) if such Distribution Date occurs in February of any year or
during January of any year that is not a leap year, the Interest Reserve
Amounts with respect to the Mortgage Loans to be deposited in the
Interest Reserve Account and held for future distribution; and
(viii) any amounts distributable to the Companion Loan holders;
(a) all P&I Advances made by the Master Servicer or the Trustee with
respect to such Distribution Date other than, in the case of the Master
Servicer and any P&I Advances allocable to the Pari Passu Companion Loan;
(b) any Compensating Interest Payment made by the Master Servicer to
cover the aggregate of any Prepayment Interest Shortfalls experienced
during the related Collection Period; and
(c) if such Distribution Date occurs during March of any year or if such
Distribution Date is the final Distribution Date and occurs in February or,
if such year is not a leap year, in January, the aggregate of the Interest
Reserve Amounts then on deposit in the Interest Reserve Account in respect
of each Mortgage Loan.
The aggregate amount available for distributions to the holders of the
Class A-2PFL Certificates on each Distribution Date (the "Class A-2PFL
Available Funds") will equal the sum of (i) the total amount
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of all principal and/or interest distributions on or in respect of the Class
A-2PFL Regular Interest with respect to such Distribution Date and (ii) the
amount, if any, received from the Class A-2PFL Swap Counterparty pursuant to
the Class A-2PFL Swap Contract, less (iii) all amounts required to be paid to
the Class A-2PFL Swap Counterparty pursuant to the Class A-2PFL Swap Contract
for such related Distribution Date. See "DESCRIPTION OF THE SWAP CONTRACTS" in
this prospectus supplement.
The aggregate amount available for distributions to the holders of the
Class A-MFL Certificates on each Distribution Date (the "Class A-MFL Available
Funds") will equal the sum of (i) the total amount of all principal and/or
interest distributions on or in respect of the Class A-MFL Regular Interest
with respect to such Distribution Date and (ii) the amounts, if any, received
from the Class A-MFL Swap Counterparty pursuant to the Class A-MFL Swap
Contract, less (iii) all amounts required to be paid to the Class A-MFL Swap
Counterparty pursuant to the Class A-MFL Swap Contract for such Distribution
Date. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
See "SERVICING OF THE MORTGAGE LOANS--Servicing and Other Compensation and
Payment of Expenses" and "DESCRIPTION OF THE CERTIFICATES--P&I Advances" in
this prospectus supplement and "DESCRIPTION OF THE POOLING AND SERVICING
AGREEMENTS--Certificate Account" in the accompanying prospectus.
Any Prepayment Premiums or Yield Maintenance Charges actually collected
will be distributed separately from the Available Distribution Amount. See
"--Distributions--Allocation of Prepayment Premiums and Yield Maintenance
Charges" in this prospectus supplement.
All amounts received by the Trust Fund with respect to any Co-Lender Loan
will be applied to amounts due and owing under the related loan (including for
principal and accrued and unpaid interest) in accordance with the provisions of
the related Mortgage Loan documents, the related Intercreditor Agreement and
the Pooling and Servicing Agreement.
Interest Reserve Account. The Trustee will establish and maintain an
"Interest Reserve Account" in the name of the Trustee for the benefit of the
holders of the Certificates. With respect to each Distribution Date occurring
in February and each Distribution Date occurring in any January which occurs in
a year that is not a leap year, there will be withdrawn from the Certificate
Account and deposited to the Interest Reserve Account in respect of each
Mortgage Loan (the "Interest Reserve Loans") which accrues interest on an
Actual/360 basis an amount equal to one day's interest at the related Mortgage
Rate on its Stated Principal Balance, as of the Due Date in the month in which
such Distribution Date occurs, to the extent a Periodic Payment or P&I Advance
is timely made in respect thereof for such Due Date (all amounts so deposited
in any consecutive January (if applicable) and February in respect of each
Interest Reserve Loan, the "Interest Reserve Amount"). With respect to each
Distribution Date occurring in March, or in the event the final Distribution
Date occurs in February or, if such year is not a leap year, in January, there
will be withdrawn from the Interest Reserve Account the amounts deposited from
the immediately preceding February and, if applicable, January, and such
withdrawn amount is to be included as part of the Available Distribution Amount
for such Distribution Date.
Certificate Account. The Master Servicer will establish and will maintain
a "Certificate Account" in the name of the Trustee for the benefit of the
Certificateholders and will maintain the Certificate Account as an eligible
account pursuant to the terms of the Pooling and Servicing Agreement. Funds on
deposit in the Certificate Account to the extent of the Available Distribution
Amount will be used to make distributions on the Certificates (other than the
Class A-2PFL Certificates and the Class A-MFL Certificates) and the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest. See "DESCRIPTION
OF THE TRUST FUNDS--Certificate Accounts" in the accompanying prospectus.
Distribution Account. The Trustee will establish and will maintain a
"Distribution Account" in the name of the Trustee for the benefit of the
Certificateholders and will maintain the Distribution Account as an eligible
account pursuant to the terms of the Pooling and Servicing Agreement. Funds on
deposit in the Distribution Account, to the extent of the Available
Distribution Amount will be used to make distributions on the Certificates
(other than the Class A-2PFL Certificates and the Class A-MFL Certificates) and
the Class A-2PFL Regular Interest and the Class A-MFL Regular Interest.
Gain on Sale Reserve Account. The Trustee will establish and will maintain
a "Gain on Sale Reserve Account" in the name of the Trustee for the benefit of
the Certificateholders. To the extent that gains
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realized on sales of Mortgaged Properties, if any, are not used to offset
Realized Losses previously allocated to the Certificates, such gains will be
held and applied to offset future Realized Losses, if any.
Additional Interest Account. The Trustee will establish and will maintain
an "Additional Interest Account" in the name of the Trustee for the benefit of
the holders of the Class Z Certificates. Prior to the applicable Distribution
Date, an amount equal to the Additional Interest received in respect of the
Mortgage Loans during the related Collection Period will be deposited into the
Additional Interest Account.
Class A-2PFL Floating Rate Account. On or before the Closing Date, the
Trustee will establish and maintain a "Class A-2PFL Floating Rate Account" in
trust for the benefit of the holders of the Class A-2PFL Certificates, as an
eligible account pursuant to the terms of the Pooling and Servicing Agreement.
The Class A-2PFL Floating Rate Account may be a subaccount of the Distribution
Account. Promptly upon receipt of any payment or other receipt in respect of
the Class A-2PFL Regular Interest or the Class A-2PFL Swap Contract, the
Trustee will deposit the same into the Class A-2PFL Floating Rate Account. See
"DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
Class A-MFL Floating Rate Account. On or before the Closing Date, the
Trustee will establish and maintain a "Class A-MFL Floating Rate Account" in
trust for the benefit of the holders of the Class A-MFL Certificates, as an
eligible account pursuant to the terms of the Pooling and Servicing Agreement.
The Class A-MFL Floating Rate Account may be a subaccount of the Distribution
Account. Promptly upon receipt of any payment or other receipt in respect of
the Class A-MFL Regular Interest or the Class A-MFL Swap Contract, the Trustee
will deposit the same into the Class A-MFL Floating Rate Account. See
"DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
Application of the Available Distribution Amount. On each Distribution
Date, the Trustee will (except as otherwise described under "--Termination"
below) apply amounts on deposit in the Distribution Account, to the extent of
the Available Distribution Amount, in the following order of priority:
(1) concurrently, to distributions of interest (i) from the portion of
the Available Distribution Amount for such Distribution Date
attributable to Mortgage Loans in Loan Group 1, to the holders of the
Class A-1 Certificates, Class A-2C Certificates, Class A-3
Certificates, Class A-PB Certificates and Class A-4 Certificates and
the Class A-2PFL Regular Interest, pro rata, in accordance with the
amounts of Distributable Certificate Interest in respect of such
Classes of Certificates and the Regular Interests on such Distribution
Date, in an amount equal to all Distributable Certificate Interest in
respect of such Classes of Certificates and the Regular Interests for
such Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates, (ii) from the portion of the Available
Distribution Amount for such Distribution Date attributable to
Mortgage Loans in Loan Group 2, to the holders of the Class A-1A
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates on such Distribution
Date and, to the extent not previously paid, for all prior
Distribution Dates, and (iii) from the entire Available Distribution
Amount for such Distribution Date relating to the entire Mortgage
Pool, to the holders of the Class X-C Certificates and the Class X-P
Certificates, pro rata, in accordance with the amounts of
Distributable Certificate Interest in respect of such Classes of
Certificates on such Distribution Date, in an amount equal to all
Distributable Certificate Interest in respect of such Classes of
Certificates for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates; provided, however,
on any Distribution Date where the Available Distribution Amount (or
applicable portion thereof) is not sufficient to make distributions in
full to the related Classes of Certificates and Regular Interests as
described above, the Available Distribution Amount will be allocated
among the above Classes of Certificates and Regular Interests without
regard to Loan Group, pro rata, in accordance with the respective
amounts of Distributable Certificate Interest in respect of such
Classes of Certificates and Regular Interests on such Distribution
Date, in an amount equal to all Distributable Certificate Interest in
respect of each such Class of Certificates and Regular Interests for
such Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
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(2) to distributions of principal to the holders of the Class A-PB
Certificates, in an amount equal to the Loan Group 1 Principal
Distribution Amount for such Distribution Date and, after the Class
A-1A Certificates have been retired, the Loan Group 2 Principal
Distribution Amount remaining after payments to the Class A-1A
Certificates have been made on such Distribution Date, until the
Certificate Balance of the Class A-PB Certificates is reduced to the
Class A-PB Planned Principal Balance set forth on Annex D to this
prospectus supplement;
(3) after distributions of principal have been made from the Loan Group 1
Principal Distribution Amount to the Class A-PB Certificates as set
forth in clause (2) above, to distributions of principal to the
holders of the Class A-1 Certificates in an amount (not to exceed the
then outstanding Certificate Balance of the Class A-1 Certificates)
equal to the remaining Loan Group 1 Principal Distribution Amount for
such Distribution Date and, after the Class A-1A Certificates have
been retired, the Loan Group 2 Principal Distribution Amount remaining
after payments to the Class A-1A Certificates have been made on such
Distribution Date, in each case, less any portion thereof distributed
in respect of the Class A-PB Certificates on such Distribution Date;
(4) after distributions of principal have been made from the Loan Group 1
Principal Distribution Amount to the Class A-PB Certificates and the
Class A-1 Certificates as set forth in clauses (2) and (3) above, (A)
to distributions of principal (other than principal collected in
connection with the prepayment of any Mortgage Loan prior to the
Distribution Date in June 2010) to the Class A-2PFL Regular Interest
in an amount (not to exceed the then outstanding Certificate Balance
of the Class A-2PFL Regular Interest) equal to the portion of the
remaining Loan Group 1 Principal Distribution Amount for such
Distribution Date attributable to such principal and, after the Class
A-1A Certificates have been retired, the portion of the Loan Group 2
Principal Distribution Amount attributable to such principal remaining
after payments to the Class A-1A Certificates have been made on such
Distribution Date, in each case, less any portion thereof distributed
in respect of the Class A-PB Certificates and/or the Class A-1
Certificates on such Distribution Date; and (B) to distributions of
principal collected in connection with the prepayment of any Mortgage
Loan prior to the Distribution Date in June 2010, to the Class A-2C
Certificates in an amount (not to exceed the then outstanding
Certificate Balance of the Class A-2C Certificates) equal to the
portion of remaining Loan Group 1 Principal Distribution Amount for
such Distribution Date attributable to such principal prepayments and,
after the Class A-1A Certificates have been retired, the portion of
the Loan Group 2 Principal Distribution Amount attributable to such
principal prepayments remaining after payments to the Class A-1A
Certificates have been made on such Distribution Date, in each case,
less any portion thereof distributed in respect of the Class A-PB
Certificates and/or the Class A-1 Certificates on such Distribution
Date;
(5) after distributions of principal have been made from the Loan Group 1
Principal Distribution Amount to the Class A-PB Certificates and the
Class A-1 Certificates and the Class A-2PFL Regular Interest as set
forth in clauses (2), (3) and (4) above, to distributions of principal
to the holders of the Class A-2C Certificates in an amount (not to
exceed the then outstanding Certificate Balance of the Class A-2C
Certificates), equal to the remaining Loan Group 1 Principal
Distribution Amount for such Distribution Date and, after the Class
A-1A Certificates have been retired, the Loan Group 2 Principal
Distribution Amount remaining after payments to the Class A-1A
Certificates have been made on such Distribution Date, in each case,
less any portion thereof distributed in respect of the Class A-PB
Certificates, the Class A-1 Certificates and/or the Class A-2PFL
Regular Interest on such Distribution Date;
(6) after distributions of principal have been made from the Loan Group 1
Principal Distribution Amount to the Class A-PB Certificates, the
Class A-1 Certificates, the Class A-2C Certificates and the Class
A-2PFL Regular Interest as set forth in clauses (2), (3), (4) and (5)
above, to distributions of principal to the holders of the Class A-3
Certificates in an amount (not to exceed the then outstanding
Certificate Balance of the Class A-3 Certificates) equal to the
remaining Loan Group 1 Principal Distribution Amount for such
Distribution Date and, after the Class A-1A Certificates have been
retired, the Loan Group 2 Principal Distribution
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Amount remaining after payments to the Class A-1A Certificates have
been made on such Distribution Date, in each case, less any portion
thereof distributed in respect of the Class A-PB Certificates, Class
A-1 Certificates, Class A-2C Certificates and/or the Class A-2PFL
Regular Interest on such Distribution Date;
(7) after distributions of principal have been made from the Loan Group 1
Principal Distribution Amount to the Class A-1 Certificates, Class
A-2C Certificates, Class A-3 Certificates and Class A-PB Certificates
and the Class A-2PFL Regular Interest as set forth in clauses (2),
(3), (4), (5) and (6) above, to distributions of principal to the
holders of the Class A-PB Certificates in an amount (not to exceed the
then outstanding Certificate Balance of the Class A-PB Certificates)
equal to the remaining Loan Group 1 Principal Distribution Amount for
such Distribution Date and, after the Class A-1A Certificates have
been retired, the Loan Group 2 Principal Distribution Amount remaining
after payments to the Class A-1A Certificates have been made on such
Distribution Date, in each case, less any portion thereof distributed
in respect of the Class A-PB Certificates, the Class A-1 Certificates,
the Class A-2C Certificates, the Class A-3 Certificates and/or the
Class A-2PFL Regular Interest on such Distribution Date;
(8) after distributions of principal have been made from the Loan Group 1
Principal Distribution Amount to the Class A-1 Certificates, Class
A-2C Certificates, Class A-3 Certificates and Class A-PB Certificates
and the Class A-2PFL Regular Interest as set forth in clauses (2),
(3), (4), (5), (6) and (7) above, to distributions of principal to the
holders of the Class A-4 Certificates in an amount (not to exceed the
then outstanding Certificate Balance of the Class A-4 Certificates)
equal to the remaining Loan Group 1 Principal Distribution Amount for
such Distribution Date and, after the Class A-1A Certificates have
been retired, the Loan Group 2 Principal Distribution Amount remaining
after payments to the Class A-1A Certificates have been made on such
Distribution Date, in each case, less any portion thereof distributed
in respect of the Class A-PB Certificates, the Class A-1 Certificates,
the Class A-2C Certificates, and/or the Class A-3 Certificates and the
Class A-2PFL Regular Interest on such Distribution Date;
(9) to distributions of principal to the holders of the Class A-1A
Certificates in an amount (not to exceed the then outstanding
Certificate Balance of the Class A-1A Certificates) equal to the Loan
Group 2 Principal Distribution Amount for such Distribution and, after
the Class A-1 Certificates, Class A-2C Certificates, Class A-3
Certificates, Class A-PB Certificates, Class A-4 Certificates and the
Class A-2PFL Regular Interest have been retired, the Loan Group 1
Principal Distribution Amount remaining after payments to the Class
A-PB Certificates, Class A-1 Certificates, Class A-2C Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, and/or the
Class A-2PFL Regular Interest have been made on such Distribution
Date;
(10) to distribution of interest to the holders of the Class A-MFL Regular
Interest and the Class A-MFX Certificates, pro rata, in accordance
with the amounts of Distributable Certificate Interest in respect of
the Class A-MFL Regular Interest and the Class A-MFX Certificates on
such Distribution Date, in amounts equal to all Distributable
Certificate Interest in respect of such Class A-MFL Regular Interest
and Class A-MFX Certificates for such Distribution Date and, to the
extent not previously paid, for all prior Distribution Dates;
(11) after the Class A Certificates and the Class A-2PFL Regular Interest
have been retired, to distributions of principal to the holders of the
Class A-MFL Regular Interest and the Class A-MFX Certificates, pro
rata in an aggregate amount (not to exceed the then outstanding
Certificate Balance of the Class A-MFX Certificates and the Class
A-MFL Regular Interest) equal to the Principal Distribution Amount in
respect of such Class A-MFL Regular Interest and/or such Class A-MFX
Certificates for such Distribution Date, less any portion distributed
in respect of the Class A-1 Certificates, Class A-2C Certificates,
Class A-3 Certificates, Class A-PB Certificates and Class A-4
Certificates and the Class A-2PFL Regular Interest and/or Class A-1A
Certificates on such Distribution Date;
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(12) to distributions to the holders of the Class A-MFL Regular Interest
and the Class A-MFX Certificates, pro rata, in accordance with the
respective amounts of Realized Losses and Additional Trust Fund
Expenses, if any, previously allocated to such Class of Certificates
and Regular Interest, and for which no reimbursement has previously
been received to reimburse such holders for all such Realized Losses
and Additional Trust Fund Expenses, if any;
(13) to distribution of interest to the holders of the Class A-J
Certificates, in accordance with the amounts of Distributable
Certificate Interest in respect of the Class A-J Certificates on such
Distribution Date, in amounts equal to all Distributable Certificate
Interest in respect of such Class A-J Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(14) after the Class A Certificates, the Class A-2PFL Regular Interest,
the Class A-MFL Regular Interest and the Class A-MFX Certificates have
been retired, to distributions of principal to the holders of the
Class A-J Certificates, in an aggregate amount (not to exceed the then
outstanding Certificate Balance of the Class A-J Certificates) equal
to the Principal Distribution Amount in respect of such Class A-J
Certificates for such Distribution Date, less any portion distributed
in respect of the Class A-1 Certificates, Class A-2C Certificates,
Class A-3 Certificates, Class A-PB Certificates, Class A-4
Certificates and Class A-MFX Certificates and/or the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest and/or Class
A-lA Certificates on such Distribution Date;
(15) to distributions to the holders of the Class A-J Certificates to
reimburse such holders for all such Realized Losses and Additional
Trust Fund Expenses, if any previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(16) to distributions of interest to the holders of the Class B
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(17) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class B Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class B
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(18) to distributions to the holders of the Class B Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(19) to distributions of interest to the holders of the Class C
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(20) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class C Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class C
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(21) to distributions to the holders of the Class C Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(22) to distributions of interest to the holders of the Class D
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
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(23) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class D Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class D
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(24) to distributions to the holders of the Class D Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(25) to distributions of interest to the holders of the Class E
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(26) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class E Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class E
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(27) to distributions to the holders of the Class E Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(28) to distributions of interest to the holders of the Class F
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(29) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class F Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class F
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(30) to distributions to the holders of the Class F Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(31) to distributions of interest to the holders of the Class G
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(32) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class G Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class G
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(33) to distributions to the holders of the Class G Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(34) to distributions of interest to the holders of the Class H
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
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(35) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class H Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class H
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(36) to distributions to the holders of the Class H Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(37) to distributions of interest to the holders of the Class J
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(38) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class J Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class J
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(39) to distributions to the holders of the Class J Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(40) to distributions of interest to the holders of the Class K
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(41) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class K Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class K
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(42) to distributions to the holders of the Class K Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(43) to distributions of interest to the holders of the Class L
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(44) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class L Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class L
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(45) to distributions to the holders of the Class L Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(46) to distributions of interest to the holders of the Class M
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
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(47) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class M Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class M
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(48) to distributions to the holders of the Class M Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(49) to distributions of interest to the holders of the Class N
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(50) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class N Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class N
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(51) to distributions to the holders of the Class N Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(52) to distributions of interest to the holders of the Class O
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(53) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class O Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class O
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(54) to distributions to the holders of the Class O Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received;
(55) to distributions of interest to the holders of the Class P
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(56) after all Classes of Certificates and Regular Interests with an
earlier priority of distribution have been retired, to distributions
of principal to the holders of the Class P Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class P
Certificates) equal to the Principal Distribution Amount for such
Distribution Date, less any portion thereof distributed in respect of
all Classes of Certificates and/or Regular Interests with an earlier
priority of distribution on such Distribution Date;
(57) to distributions to the holders of the Class P Certificates to
reimburse such holders for all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to such Class of
Certificates and for which no reimbursement has previously been
received; and
(58) to distributions to the holders of the REMIC Residual Certificates in
an amount equal to the balance, if any, of the Available Distribution
Amount remaining after the distributions to be made on such
Distribution Date as described in clauses (1) through (57) above;
provided that, on each Distribution Date, if any, after the aggregate of the
Certificate Balances of the Subordinate Certificates has been reduced to zero
as a result of the allocations of Realized Losses and
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Additional Trust Fund Expenses, and in any event on the final Distribution Date
in connection with a termination of the Trust Fund (see "--Termination" below),
the payments of principal to be made as contemplated by clauses (3), (4), (5),
(6), (7), (8) and (9) above with respect to the Class A-1 Certificates, the
Class A-2C Certificates, the Class A-3 Certificates, the Class A-PB
Certificates, the Class A-4 Certificates and the Class A-1A Certificates and
the Class A-2PFL Regular Interest will be so made to the holders of the
respective Classes of such Certificates and Regular Interests which remain
outstanding up to an amount equal to, and pro rata as between such Classes in
accordance with, the respective then-outstanding Certificate Balances of such
Classes of Certificates and Regular Interests and without regard to the
Principal Distribution Amount for such date
Distributions on the Class A-2PFL Certificates. On each Distribution Date,
for so long as the Certificate Balance of the Class A-2PFL Certificates has not
been reduced to zero, the Trustee is required to apply amounts on deposit in
the Class A-2PFL Floating Rate Account to the extent of the Class A-2PFL
Available Funds, in the following order of priority:
First, to the holders of the A-2PFL Certificates, in respect of interest,
up to an amount equal to the Class A-2PFL Interest Distribution Amount;
Second, to the holders of the Class A-2PFL Certificates, in respect of
principal, up to an amount equal to the Class A-2PFL Principal Distribution
Amount until the Certificate Balance of such Class is reduced to zero;
Third, to the holders of the Class A-2PFL Certificates, until all Realized
Losses and Additional Trust Fund Expenses previously allocated to the Class
A-2PFL Certificates (as a result of the allocation of the Realized Losses and
Additional Trust Fund Expenses to the Class A-2PFL Regular Interest) but not
previously reimbursed, have been reimbursed in full;
Fourth, to pay any termination payments, if any, to the Class A-2PFL Swap
Counterparty; and
Fifth, any remaining amount to the holders of the Class A-2PFL
Certificates.
See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
Distributions on the Class A-MFL Certificates. On each Distribution Date,
for so long as the Certificate Balance of the Class A-MFL Certificates has not
been reduced to zero, the Trustee is required to apply amounts on deposit in
the Floating Rate Account to the extent of the Class A-MFL Available Funds, in
the following order of priority;
First, to the holders of the Class A-MFL Certificates, in respect of
interest, up to an amount equal to the Class A-MFL Interest Distribution
Amount;
Second, to the holders of the Class A-MFL Certificates, in respect of
principal, up to an amount equal to the Class A-MFL Principal Distribution
Amount until the Certificate Balance of such Class is reduced to zero;
Third, to the holders of the Class A-MFL Certificates, until all Realized
Losses and Additional Trust Fund Expenses previously allocated to the Class
A-MFL Certificates (as a result of the allocation Realized Losses and
Additional Trust Fund Expenses to the Class A-MFL Regular Interest) but not
previously reimbursed, have been reimbursed in full;
Fourth, to pay any termination payments, if any, to the Class A-MFL Swap
Counterparty; and
Fifth, any remaining amount to the holders of the Class A-MFL
Certificates.
See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus supplement.
Distributable Certificate Interest. The "Distributable Certificate
Interest" equals with respect to each Class of REMIC Regular Certificates and
the Class A-2PFL Regular Interest and the Class A-MFL Regular Interest for each
Distribution Date, the Accrued Certificate Interest in respect of such Class of
Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) and the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest for such Distribution Date, reduced (other than in the case of the
Class X Certificates) (to not less than zero) by (i) such Class's
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allocable share (calculated as described below) of the aggregate of any
Prepayment Interest Shortfalls resulting from principal prepayments made on the
Mortgage Loans during the related Collection Period that are not covered by the
Master Servicer's Compensating Interest Payment for such Distribution Date (the
aggregate of such Prepayment Interest Shortfalls that are not so covered, as to
such Distribution Date, the "Net Aggregate Prepayment Interest Shortfall") and
(ii) any Certificate Deferred Interest allocated to such Class of REMIC Regular
Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) or the Class A-2PFL Regular Interest or the Class A-MFL Regular
Interest.
The "Accrued Certificate Interest" in respect of each Class of Sequential
Pay Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) and the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest for each Distribution Date will equal one month's interest at the
Pass-Through Rate applicable to such Class of Certificates (other than the
Class A-2PFL Certificates and the Class A-MFL Certificates) or the Class A-2PFL
Regular Interest or the Class A-MFL Regular Interest for such Distribution Date
accrued for the related Interest Accrual Period on the related Certificate
Balance outstanding immediately prior to such Distribution Date. The "Accrued
Certificate Interest" in respect of the Class X-C and Class X-P Certificates
for any Distribution Date will equal the amount of one month's interest at the
related Pass-Through Rate on the Notional Amount of the Class X-C or Class X-P
Certificates, as the case may be, outstanding immediately prior to such
Distribution Date. Accrued Certificate Interest will be calculated on a 30/360
basis.
The portion of the Net Aggregate Prepayment Interest Shortfall for any
Distribution Date that is allocable to each Class of REMIC Regular Certificates
(other than the Class A-2PFL Certificates, the Class A-MFL Certificates and the
Class X Certificates or the Class A-2PFL Regular Interest or the Class A-MFL
Regular Interest) will equal the product of (a) such Net Aggregate Prepayment
Interest Shortfall, multiplied by (b) a fraction, the numerator of which is
equal to the Accrued Certificate Interest in respect of such Class of
Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) or the Class A-2PFL Regular Interest or the Class A-MFL Regular
Interest for such Distribution Date, and the denominator of which is equal to
the aggregate Accrued Certificate Interest in respect of all Classes of REMIC
Regular Certificates (other than the Class A-2PFL Certificates and the Class
A-MFL Certificates) and the Class X Certificates), the Class A-2PFL Regular
Interest and the Class A-MFL Regular Interest for such Distribution Date.
Any such Prepayment Interest Shortfalls allocated to the Certificates or
Regular Interests, to the extent not covered by the Master Servicer's related
Compensating Interest Payment for such Distribution Date, will reduce the
Distributable Certificate Interest as described above.
With respect to each Co-Lender Loan, Prepayment Interest Shortfalls will
be allocated, first, to the related Subordinate Companion Loan, if any, and,
second, to the related Mortgage Loan (and any related Pari Passu Companion
Loan). The portion of such Prepayment Interest Shortfall allocated to the
related Mortgage Loan, net of amounts payable, if any, by the Master Servicer,
will be included in the Net Aggregate Prepayment Interest Shortfall. This
allocation will cause a Prepayment Interest Shortfall with respect to each of
the NGP Rubicon GSA Pool Whole Loan and the 1000 & 1100 Wilson Whole Loan to be
allocated, pro rata, between the related Pari Passu Companion Loan and the
related Pari Passu Loan with any Prepayment Interest Shortfall allocated to the
related Pari Passu Loan, net of amounts payable by the Master Servicer, to be
included in the Net Aggregate Prepayment Interest Shortfall.
Principal Distribution Amount. So long as all of the Class A-4 and Class
A-1A Certificates remain outstanding, the Principal Distribution Amount for
each Distribution Date will be calculated on a Loan Group by Loan Group basis
(with respect to Loan Group 1, the "Loan Group 1 Principal Distribution Amount"
and with respect to Loan Group 2, the "Loan Group 2 Principal Distribution
Amount"). On each Distribution Date after the Certificate Balances of either
the Class A-4 or the Class A-1A Certificates has been reduced to zero, a single
Principal Distribution Amount will be calculated in the aggregate for both Loan
Groups. The "Principal Distribution Amount" for each Distribution Date with
respect to a Loan Group or the Mortgage Pool will generally equal the aggregate
of the following (without duplication) to the extent paid by the related
borrower during the related Collection Period or advanced by the Master
Servicer, the Trustee or the 2005-C20 Master Servicer, as applicable:
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(i) the aggregate of the principal portions of all Scheduled Payments
(other than Balloon Payments) and of any Assumed Scheduled Payments due or
deemed due, on or in respect of the Mortgage Loans in such Loan Group or
the Mortgage Pool, as applicable, and excluding amounts on any Companion
Loan, for their respective Due Dates occurring during the related
Collection Period, to the extent not previously paid by the related
borrower or advanced by the Master Servicer, the Trustee or the 2005-C20
Master Servicer, as applicable, prior to such Collection Period;
(ii) the aggregate of all principal prepayments received on the Mortgage
Loans in such Loan Group or the Mortgage Pool, as applicable, during the
related Collection Period; provided, however, that for purposes of
calculating the principal payments applicable to the Class A-2PFL Regular
Interest and the Class A-2C Certificates on any Distribution Date occurring
prior to the distribution date in June 2010, any such principal payment
applicable to the Class A-2PFL Regular Interest shall be allocated first to
the Class A-2C Certificates.
(iii) with respect to any Mortgage Loan in such Loan Group or the
Mortgage Pool, as applicable, as to which the related stated maturity date
occurred during or prior to the related Collection Period, any payment of
principal made by or on behalf of the related borrower during the related
Collection Period (including any Balloon Payment), net of any portion of
such payment that represents a recovery of the principal portion of any
Scheduled Payment (other than a Balloon Payment) due, or the principal
portion of any Assumed Scheduled Payment deemed due, in respect of such
Mortgage Loan on a Due Date during or prior to the related Collection
Period and not previously recovered;
(iv) the aggregate of the principal portion of all liquidation proceeds,
insurance proceeds, condemnation awards and proceeds of repurchases of
Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable, and
Substitution Shortfall Amounts with respect to Mortgage Loans in such Loan
Group or the Mortgage Pool, as applicable, and, to the extent not otherwise
included in clause (i), (ii) or (iii) above, payments and other amounts
that were received on or in respect of Mortgage Loans in such Loan Group or
the Mortgage Pool, as applicable during the related Collection Period and
that were identified and applied by the Master Servicer as recoveries of
principal, in each case net of any portion of such amounts that represents
a recovery of the principal portion of any Scheduled Payment (other than a
Balloon Payment) due, or of the principal portion of any Assumed Scheduled
Payment deemed due, in respect of the related Mortgage Loan on a Due Date
during or prior to the related Collection Period and not previously
recovered; and
(v) if such Distribution Date is subsequent to the initial Distribution
Date, the excess, if any, of the Loan Group 1 Principal Distribution
Amount, the Loan Group 2 Principal Distribution Amount and the Principal
Distribution Amount, as the case may be, for the immediately preceding
Distribution Date, over the aggregate distributions of principal made on
the Certificates on such immediately preceding Distribution Date;
provided that the Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) nonrecoverable Advances
plus interest on such nonrecoverable Advances that are paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date and (ii) Workout-Delayed
Reimbursement Amounts plus interest on such amounts that are paid or reimbursed
from principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date; provided, further, that in the
case of clauses (i) and (ii) above, if any of the amounts that were reimbursed
from principal collections on the Mortgage Loans are subsequently recovered on
the related Mortgage Loan, such recovery will increase the Principal
Distribution Amount for the Distribution Date related to the period in which
such recovery occurs.
Notwithstanding the foregoing, unless otherwise noted, where Principal
Distribution Amount is used in this prospectus supplement without specific
reference to any Loan Group, it refers to the Principal Distribution Amount
with respect to the entire Mortgage Pool.
Class A-PB Planned Principal Balance. The "Class A-PB Planned Principal
Balance" for any Distribution Date is the balance shown for such Distribution
Date in the table set forth in Annex D to
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this prospectus supplement. Such balances were calculated using, among other
things, the Table Assumptions. Based on these assumptions, the Certificate
Balance of the Class A-PB Certificates on each Distribution Date would be
reduced to the balance indicated for that Distribution Date on the table. There
is no assurance, however, that the Mortgage Loans will perform in conformity
with the Table Assumptions. Therefore, there can be no assurance that the
balance of the Class A-PB Certificates on any Distribution Date will be equal
to the balance that is specified for such Distribution Date in the table. In
particular, once the Certificate Balances of the Class A-1A Certificates, Class
A-1 Certificates, Class A-2C Certificates, Class A-3 Certificates and Class A-4
Certificates and the Class A-2PFL Regular Interest have been reduced to zero,
any remaining portion on any Distribution Date of the Loan Group 1 Principal
Distribution Amount and/or Loan Group 2 Principal Distribution Amount, as
applicable, will be distributed on the Class A-PB Certificates until the
Certificate Balance of the Class A-PB Certificates is reduced to zero.
The "Scheduled Payment" due on any Mortgage Loan on any related Due Date
is the amount of the Periodic Payment (including Balloon Payments) that is or
would have been, as the case may be, due thereon on such date, without regard
to any waiver, modification or amendment of such Mortgage Loan granted or
agreed to by the Special Servicer or otherwise resulting from a bankruptcy or
similar proceeding involving the related borrower, without regard to the
accrual of Additional Interest on or the application of any Excess Cash Flow to
pay principal on an ARD Loan, without regard to any acceleration of principal
by reason of default, and with the assumption that each prior Scheduled Payment
has been made in a timely manner. The "Assumed Scheduled Payment" is an amount
deemed due (i) on any Balloon Loan that is delinquent in respect of its Balloon
Payment beyond the first Determination Date that follows its stated maturity
date and (ii) on an REO Mortgage Loan. The Assumed Scheduled Payment deemed due
on any such Balloon Loan on its stated maturity date and on each successive
related Due Date that it remains or is deemed to remain outstanding will equal
the Scheduled Payment that would have been due thereon on such date if the
related Balloon Payment had not come due but rather such Mortgage Loan had
continued to amortize in accordance with such loan's amortization schedule, if
any, and to accrue interest at the Mortgage Rate in effect as of the Closing
Date. The Assumed Scheduled Payment deemed due on any REO Mortgage Loan on each
Due Date that the related REO Property remains part of the Trust Fund will
equal the Scheduled Payment that would have been due in respect of such
Mortgage Loan on such Due Date had it remained outstanding (or, if such
Mortgage Loan was a Balloon Loan and such Due Date coincides with or follows
what had been its stated maturity date, the Assumed Scheduled Payment that
would have been deemed due in respect of such Mortgage Loan on such Due Date
had it remained outstanding).
Distributions of the Principal Distribution Amount will constitute the
only distributions of principal on the Certificates. Reimbursements of
previously allocated Realized Losses and Additional Trust Fund Expenses will
not constitute distributions of principal for any purpose and will not result
in an additional reduction in the Certificate Balance of the Class of
Certificates in respect of which any such reimbursement is made.
Treatment of REO Properties. Notwithstanding that any Mortgaged Property
(or a beneficial interest in the Mortgaged Property related to the NGP Rubicon
GSA Pool Loan or the 1000 & 1100 Wilson Loan) may be acquired as part of the
Trust Fund through foreclosure, deed-in-lieu of foreclosure or otherwise, the
related Mortgage Loan will be treated, for purposes of determining (i)
distributions on the Certificates, (ii) allocations of Realized Losses and
Additional Trust Fund Expenses to the Certificates, and (iii) the amount of
Trustee Fees and Servicing Fees payable under the Pooling and Servicing
Agreement, as having remained outstanding until such REO Property is
liquidated. In connection therewith, operating revenues and other proceeds
derived from such REO Property (net of related operating costs) will be
"applied" by the Master Servicer as principal, interest and other amounts that
would have been "due" on such Mortgage Loan, and the Master Servicer will be
required to make P&I Advances in respect of such Mortgage Loan, in all cases as
if such Mortgage Loan had remained outstanding. References to "Mortgage Loan"
or "Mortgage Loans" in the definitions of "Principal Distribution Amount" and
"Weighted Average Net Mortgage Rate" are intended to include any Mortgage Loan
as to which the related Mortgaged Property has become an REO Property (an "REO
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Mortgage Loan"). For purposes of this paragraph, the term Mortgage Loan
includes the Whole Loans or a related Companion Loan, if applicable.
Allocation of Prepayment Premiums and Yield Maintenance Charges. In the
event a borrower is required to pay any Prepayment Premium or Yield Maintenance
Charge, the amount of such payments actually collected (and, in the case of a
Co-Lender Loan, payable with respect to the related Mortgage Loan pursuant to
the related Intercreditor Agreement) will be distributed in respect of the
Offered Certificates (excluding the Class A-2PFL Certificates and the Class
A-MFL Certificates), the Class A-2PFL Regular Interest and the Class A-MFL
Regular Interest and Class E Certificates, Class F Certificates, Class G
Certificates and Class H Certificates as set forth below. "Yield Maintenance
Charges" are fees paid or payable, as the context requires, as a result of a
prepayment of principal on a Mortgage Loan, which fees have been calculated
(based on Scheduled Payments on such Mortgage Loan) to compensate the holder of
the Mortgage for reinvestment losses based on the value of a discount rate at
or near the time of prepayment; provided, in most cases, a minimum fee is
required by the Mortgage Loan documents (usually calculated as a percentage of
the outstanding principal balance of the Mortgage Loan). Any other fees paid or
payable, as the context requires, as a result of a prepayment of principal on a
Mortgage Loan, which are calculated based upon a specified percentage (which
may decline over time) of the amount prepaid are considered "Prepayment
Premiums".
Any Prepayment Premiums or Yield Maintenance Charges collected on a
Mortgage Loan during the related Collection Period will be distributed as
follows: on each Distribution Date and with respect to the collection of any
Prepayment Premiums or Yield Maintenance Charges on the Mortgage Loans, the
holders of each Class of Offered Certificates (excluding the Class A-2PFL
Certificates and the Class A-MFL Certificates), the Class A-2PFL Regular
Interest and the Class A-MFL Regular Interest and the Class E Certificates,
Class F Certificates, Class G Certificates and Class H Certificates then
entitled to distributions of principal with respect to the related Loan Group
on such Distribution Date will be entitled to an amount of Prepayment Premiums
or Yield Maintenance Charges equal to the product of (a) the amount of such
Prepayment Premiums or Yield Maintenance Charges; (b) a fraction (which in no
event may be greater than one), the numerator of which is equal to the excess,
if any, of the Pass-Through Rate of such Class of Certificates (other than the
Class A-2PFL Certificates and the Class A-MFL Certificates) or the Class A-2PFL
Regular Interest or the Class A-MFL Regular Interest, as applicable over the
relevant Discount Rate (as defined below), and the denominator of which is
equal to the excess, if any, of the Mortgage Rate of the prepaid Mortgage Loan
over the relevant Discount Rate; and (c) a fraction, the numerator of which is
equal to the amount of principal distributable on such Class of Certificates
(other than the Class A-2PFL Certificates and the Class A-MFL Certificates) or
the Class A-2PFL Regular Interest or the Class A-MFL Regular Interest, as
applicable, on such Distribution Date with respect to the applicable Loan
Group, and the denominator of which is the Principal Distribution Amount with
respect to the applicable Loan Group for such Distribution Date.
If there is more than one such Class of Certificates (other than the Class
A-2PFL Certificates and the Class A-MFL Certificates) or the Class A-2PFL
Regular Interest or the Class A-MFL Regular Interest entitled to distributions
of principal with respect to the related Loan Group, as applicable, on any
particular Distribution Date on which a Prepayment Premium or Yield Maintenance
Charge is distributable, the aggregate amount of such Prepayment Premium or
Yield Maintenance Charge will be allocated among all such Classes of
Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) and the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest up to, and on a pro rata basis in accordance with, their respective
entitlements thereto in accordance with, the first sentence of this paragraph.
The portion, if any, of the Prepayment Premiums or Yield Maintenance Charges
remaining after any such payments described above will be distributed as
follows: (a) on or before the Distribution Date in 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.
On any Distribution Date, for so long as the related Swap Contract is in
effect and there is no continuing payment default under the related Swap
Contract, Yield Maintenance Charges and Prepayment Premiums distributable in
respect of the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest will be payable to the applicable Swap Counterparty, and on any
Distribution Date on
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which the related Swap Contract is not in effect or a continuing payment
default by the Swap Counterparty exists, Yield Maintenance Charges and
Prepayment Premiums distributable in respect of the Class A-2PFL Regular
Interest and the Class A-MFL Regular Interest will be distributable to the
holders of the Class A-2PFL Certificates and Class A-MFL Certificates,
respectively. See "DESCRIPTION OF THE SWAP CONTRACTS" in this prospectus
supplement.
The "Discount Rate" applicable to any Class of Offered Certificates (other
than the Class A-2PFL Certificates and the Class A-MFL Certificates) and the
Class A-2PFL Regular Interest and the Class A-MFL Regular Interest, the Class
A-1A Certificates, Class E Certificates, Class F Certificates, Class G
Certificates and Class H Certificates will be equal to the discount rate stated
in the related Mortgage Loan documents used in calculating the Yield
Maintenance Charge with respect to such principal prepayment. To the extent
that a discount rate is not stated therein, the Discount Rate will equal the
yield (when compounded monthly) on the US Treasury issue with a maturity date
closest to the maturity date for the prepaid Mortgage Loan or REO Mortgage
Loan. In the event that there are two or more such US Treasury issues (a) with
the same coupon, the issue with the lowest yield will be utilized, and (b) with
maturity dates equally close to the maturity date for the prepaid Mortgage Loan
or REO Mortgage Loan, the issue with the earliest maturity date will be
utilized.
For an example of the foregoing allocation of Prepayment Premiums and
Yield Maintenance Charges, see "SUMMARY OF PROSPECTUS SUPPLEMENT" in this
prospectus supplement. The Depositor makes no representation as to the
enforceability of the provision of any Mortgage Note requiring the payment of a
Prepayment Premium or Yield Maintenance Charge, or of the collectability of any
Prepayment Premium or Yield Maintenance Charge. See "DESCRIPTION OF THE
MORTGAGE POOL--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" in this prospectus supplement.
Distributions of Additional Interest. On each Distribution Date, any
Additional Interest collected on an ARD Loan (and, with respect to any
Co-Lender Loan, payable on the related Mortgage Loan pursuant to the terms of
the related Intercreditor Agreement) during the related Collection Period will
be distributed to the holders of the Class Z Certificates. There can be no
assurance that any Additional Interest will be collected on the ARD Loans.
SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES
The rights of holders of the Subordinate Certificates to receive
distributions of amounts collected or advanced on the Mortgage Loans will be
subordinated, to the extent described in this prospectus supplement, to the
rights of holders of the Class A Certificates, Class A-2PFL Regular Interest,
Class X-C Certificates and Class X-P Certificates and each other such Class of
Subordinate Certificates, if any, with a higher payment priority. This
subordination provided by the Subordinate Certificates is intended to enhance
the likelihood of timely receipt by the holders of the Class A Certificates,
the Class A-2PFL Regular Interest and the Class X Certificates of the full
amount of Distributable Certificate Interest payable in respect of such Classes
of Certificates on each Distribution Date, and the ultimate receipt by the
holders of each Class of the Class A Certificates of principal in an amount
equal to the entire related Certificate Balance. Similarly, but to decreasing
degrees, this subordination is also intended to enhance the likelihood of
timely receipt by the holders of the Class A-MFL Regular Interest and the Class
A-MFX Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates and Class D Certificates of the full amount of Distributable
Certificate Interest payable in respect of such Classes of Certificates on each
Distribution Date, and the ultimate receipt by the holders of such Certificates
of, in the case of each such Class thereof, principal equal to the entire
related Certificate Balance. The protection afforded (a) to the holders of the
Class D Certificates by means of the subordination of the Non-Offered
Certificates (other than the Class X Certificates), (b) to the holders of the
Class C Certificates by means of the subordination of the Class D Certificates
and the Non-Offered Certificates (other than the Class X Certificates), (c) to
the holders of the Class B Certificates by means of the subordination of the
Class C Certificates, the Class D Certificates and the Non-Offered Certificates
(other than the Class X Certificates), (d) to the holders of the Class A-J
Certificates by means of the subordination of the Class B Certificates, Class C
Certificates, Class D Certificates and the Non-Offered Certificates (other than
the Class X Certificates), (e) to the holders of the Class A-MFL Regular
Interest and the Class A-MFX
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Certificates by means of subordination of the Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates and the Non-Offered
Certificates (other than the Class X Certificates) and (f) to the holders of
the Class A Certificates, the Class A-2PFL Regular Interest and Class X
Certificates by means of the subordination of the Subordinate Certificates will
be accomplished by (i) the application of the Available Distribution Amount on
each Distribution Date in accordance with the order of priority described under
"--Distributions--Application of the Available Distribution Amount" above and
(ii) by the allocation of Realized Losses and Additional Trust Fund Expenses as
described below. After the Distribution Date on which the Certificate Balances
of the Subordinate Certificates have been reduced to zero, the Class A
Certificates and the Class A-2PFL Regular Interest (and therefore the Class
A-2PFL Certificates), to the extent such Classes of Certificates and the Class
A-2PFL Regular Interest remain outstanding, will bear shortfalls in collections
and losses incurred in respect of the Mortgage Loans pro rata in respect of
distributions of principal and then the Class A Certificates and the Class
A-2PFL Regular Interest (and therefore the Class A-2PFL Certificates) and Class
X Certificates, to the extent such Classes of Certificates remain outstanding,
will bear such shortfalls pro rata in respect of distributions of interest. No
other form of credit support will be available for the benefit of the holders
of the Offered Certificates, the Class A-2PFL Regular Interest (and therefore
the Class A-2PFL Certificates) or the Class A-MFL Regular Interest (and
therefore the Class A-MFL Certificates).
Allocation to the Class A Certificates (other than the Class A-2PFL
Certificates) and the Class A-2PFL Regular Interest, for so long as they are
outstanding, of the entire Principal Distribution Amount with respect to the
related Loan Group for each Distribution Date in accordance with the priorities
described under "--Distributions--Application on the Available Distribution
Amount" above will have the effect of reducing the aggregate Certificate
Balance of the Class A Certificates (other than the Class A-2PFL Certificates)
and the Class A-2PFL Regular Interest at a proportionately faster rate than the
rate at which the aggregate Stated Principal Balance of the Mortgage Pool will
reduce. Thus, as principal is distributed to the holders of such Class A
Certificates (other than the Class A-2PFL Certificates) and the Class A-2PFL
Regular Interest, the percentage interest in the Trust Fund evidenced by such
Class A Certificates (other than the Class A-2PFL Certificates) and the Class
A-2PFL Regular Interest will be decreased (with a corresponding increase in the
percentage interest in the Trust Fund evidenced by the Subordinate
Certificates), thereby increasing, relative to their respective Certificate
Balances, the subordination afforded such Class A Certificates (other than the
Class A-2PFL Certificates) and the Class A-2PFL Regular Interest by the
Subordinate Certificates. Furthermore, allocation to the Class A-2C
Certificates, on each Distribution Date prior to the Distribution Date in June
2010, of principal otherwise allocable to the Class A-PFL Regular Interest
collected in connection with the prepayment of the Mortgage Loans may have the
effect of reducing the aggregate Certificate Balance of the Class A-2C
Certificates at a proportionately faster rate than the rate at which the
aggregate Stated Principal Balance of the Mortgage Pool will reduce. Thus, as
such principal is distributed to the holders of such Class A-2C Certificates,
the percentage interest in the Trust Fund evidenced by such Class A-2C
Certificates will be decreased (with a corresponding increase in the percentage
interest in the Trust Fund evidenced by the Subordinate Certificates), thereby
increasing, relative to their respective Certificate Balances, the
subordination afforded such Class A-2C Certificates by the Subordinate
Certificates.
On each Distribution Date, following all distributions on the Certificates
(other than the Class A-2PFL Certificates and the Class A-MFL Certificates) and
the Class A-2PFL Regular Interest and the Class A-MFL Regular Interest to be
made on such date, the aggregate of all Realized Losses and Additional Trust
Fund Expenses related to all Mortgage Loans (without regard to Loan Groups)
that have been incurred since the Cut-Off Date through the end of the related
Collection Period and that have not previously been allocated as described
below will be allocated among the respective Classes of Sequential Pay
Certificates (other than the Class A-2PFL Certificates and the Class A-MFL
Certificates) and the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest (and, therefore, the Class A-2PFL and Class A-MFL Certificate
Balances) (in each case, in reduction of their respective Certificate Balances)
as follows, but, with respect to the Classes of Sequential Pay Certificates
(other than the Class A-2PFL Certificates and the Class A-MFL Certificates) and
the Class A-2PFL Regular Interest and the Class A-MFL Regular Interest, in the
aggregate only to the extent the aggregate Certificate Balance of all Classes
of Sequential Pay Certificates (other than the Class A-2PFL Certificates and
the Class A-MFL
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Certificates) and the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest remaining outstanding after giving effect to the distributions on such
Distribution Date exceeds the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such Distribution
Date: first, to the Class P Certificates, until the remaining Certificate
Balance of such Class of Certificates is reduced to zero; second, to the Class
O Certificates, until the remaining Certificate Balance of such Class of
Certificates is reduced to zero; third, to the Class N Certificates, until the
remaining Certificate Balance of such Class of Certificates is reduced to zero;
fourth, to the Class M Certificates, until the remaining Certificate Balance of
such Class of Certificates is reduced to zero; fifth, to the Class L
Certificates, until the remaining Certificate Balance of such Class of
Certificates is reduced to zero; sixth, to the Class K Certificates, until the
remaining Certificate Balance of such Class of Certificates is reduced to zero;
seventh, to the Class J Certificates, until the remaining Certificate Balance
of such Class of Certificates is reduced to zero; eighth, to the Class H
Certificates, until the remaining Certificate Balance of such Class of
Certificates is reduced to zero; ninth, to the Class G Certificates, until the
remaining Certificate Balance of such Class of Certificates is reduced to zero;
tenth, to the Class F Certificates, until the remaining Certificate Balance of
such Class of Certificates is reduced to zero; eleventh, to the Class E
Certificates, until the remaining Certificate Balance of such Class of
Certificates is reduced to zero; twelfth, to the Class D Certificates, until
the remaining Certificate Balance of such Class of Certificates is reduced to
zero; thirteenth, to the Class C Certificates, until the remaining Certificate
Balance of such Class of Certificates is reduced to zero; fourteenth, to the
Class B Certificates, until the remaining Certificate Balance of such Class of
Certificates is reduced to zero; fifteenth, to the Class A-J Certificates,
until the remaining Certificate Balance of such Class of Certificates is
reduced to zero; sixteenth, to the Class A-MFL Regular Interest and the Class
A-MFX Certificates, pro rata until the remaining Certificate Balance of such
Class A-MFX Certificates and the Class A-MFL Regular Interest is reduced to
zero; and, last, to the Class A Certificates (other than the Class A-2PFL
Certificates) and the Class A-2PFL Regular Interest, pro rata, in proportion to
their respective outstanding Certificate Balances, until the remaining
Certificate Balances of such Classes of Certificates and the Class A-2PFL
Regular Interest are reduced to zero.
Generally, any losses and expenses that are associated with the Co-Lender
Loans with Subordinate Companion Loans will be allocated in accordance with the
terms of the related Intercreditor Agreement first, to the related Subordinate
Companion Loan and second, to other related Mortgage Loan. The portion of those
losses and expenses allocated to each of the related Mortgage Loans will be
allocated among the Certificates in the manner described above. Any losses and
expenses with respect to the NGP Rubicon GSA Pool Whole Loan will be allocated
in accordance with the related Intercreditor Agreement pro rata to the NGP
Rubicon GSA Pool Loan and the NGP Rubicon GSA Pool Pari Passu Companion Loan.
Any losses and expenses with respect to the 1000 & 1100 Wilson Whole Loan will
be allocated in accordance with the related Intercreditor Agreement pro rata to
the 1000 & 1100 Wilson Loan and the 1000 & 1100 Wilson Pari Passu Companion
Loan.
"Realized Losses" are losses arising from the inability to collect all
amounts due and owing under any defaulted Mortgage Loan, including by reason of
the fraud or bankruptcy of the borrower or a casualty of any nature at the
related Mortgaged Property, to the extent not covered by insurance. The
Realized Loss in respect of a liquidated Mortgage Loan (or related REO
Property) is an amount generally equal to the excess, if any, of (a) the
outstanding principal balance of such Mortgage Loan as of the date of
liquidation, together with (i) all accrued and unpaid interest thereon to but
not including the Due Date in the Collection Period in which the liquidation
occurred (exclusive of any related default interest in excess of the Mortgage
Rate, Additional Interest, Prepayment Premium or Yield Maintenance Charges) and
(ii) certain related unreimbursed servicing expenses (including any
unreimbursed interest on any Advances), over (b) the aggregate amount of
liquidation proceeds, if any, recovered in connection with such liquidation. If
any portion of the debt due under a Mortgage Loan (other than Additional
Interest and default interest in excess of the Mortgage Rate) is forgiven,
whether in connection with a modification, waiver or amendment granted or
agreed to by the Special Servicer or in connection with the bankruptcy or
similar proceeding involving the related borrower, the amount so forgiven also
will be treated as a Realized Loss. The Realized Loss in respect of a Mortgage
Loan for which a Final Recovery Determination has been made includes
nonrecoverable Advances (in each case, including interest on that
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nonrecoverable Advance thereon) to the extent amounts have been paid from the
Principal Distribution Amount pursuant to the Pooling and Servicing Agreement.
"Additional Trust Fund Expenses" include, among other things, (i) any
Special Servicing Fees, Liquidation Fees or Workout Fees paid to the Special
Servicer, (ii) any interest paid to the Master Servicer and/or the Trustee in
respect of unreimbursed Advances (to the extent not otherwise offset by penalty
interest and late payment charges) and amounts payable to the Special Servicer
in connection with certain inspections of Mortgaged Properties required
pursuant to the Pooling and Servicing Agreement (to the extent not otherwise
offset by penalty interest and late payment charges otherwise payable to the
Special Servicer and received in the Collection Period during which such
inspection related expenses were incurred) and (iii) any of certain
unanticipated expenses of the Trust Fund, including certain indemnities and
reimbursements to the Trustee of the type described under "DESCRIPTION OF THE
POOLING AND SERVICING AGREEMENTS--Certain Matters Regarding the Trustee" in the
accompanying prospectus, certain indemnities and reimbursements to the Master
Servicer, the Special Servicer and the Depositor of the type described under
"DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certain Matters Regarding
the Master Servicer and the Depositor" in the accompanying prospectus (the
Special Servicer having the same rights to indemnity and reimbursement as
described thereunder with respect to the Master Servicer), certain Rating
Agency fees to the extent such fees are not paid by any other party and certain
federal, state and local taxes and certain tax related expenses, payable from
the assets of the Trust Fund and described under "MATERIAL FEDERAL INCOME TAX
CONSEQUENCES--Taxation of Owners of REMIC Residual Certificates--Prohibited
Transactions Tax and Other Taxes" in the accompanying prospectus and "SERVICING
OF THE MORTGAGE LOANS--Defaulted Mortgage Loans; REO Properties; Purchase
Option" in this prospectus supplement. Additional Trust Fund expenses shall not
include costs or fees incurred with respect to any Swap Contract, which shall
not be payable by the Trust Fund or from the Class A-2PFL Floating Rate Account
or the Class A-MFL Floating Rate Account. Additional Trust Fund Expenses will
reduce amounts payable to Certificateholders and, subject to the distribution
priorities described above, may result in a loss on one or more Classes of
Offered Certificates.
P&I ADVANCES
On or about each Distribution Date, the Master Servicer is obligated,
subject to the recoverability determination described in the second succeeding
paragraph, to make advances (each, a "P&I Advance") out of its own funds or,
subject to the replacement thereof as provided in the Pooling and Servicing
Agreement, from funds held in the Certificate Account that are not required to
be distributed to Certificateholders (or paid to any other Person pursuant to
the Pooling and Servicing Agreement) on such Distribution Date, in an amount
that is generally equal to the aggregate of all Periodic Payments (other than
Balloon Payments) and any Assumed Scheduled Payments, net of related Master
Servicing Fees, in respect of the Mortgage Loans (and the Pari Passu Companion
Loan that is being serviced by the Master Servicer and the Special Servicer, as
applicable) and any REO Loans during the related Collection Period, in each
case to the extent such amount was not paid by or on behalf of the related
borrower or otherwise collected (or previously advanced by the Master Servicer)
as of the close of business on the last day of the Collection Period. P&I
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to the holders of the Class or Classes of Certificates
entitled thereto, rather than to insure against losses. The Master Servicer's
obligations to make P&I Advances in respect of any Mortgage Loan, subject to
the recoverability determination, will continue until liquidation of such
Mortgage Loan or disposition of any REO Property acquired in respect thereof.
However, if the Periodic Payment on any Mortgage Loan has been reduced in
connection with a bankruptcy or similar proceeding or a modification, waiver or
amendment granted or agreed to by the Special Servicer, the Master Servicer
will be required to advance only the amount of the reduced Periodic Payment
(net of related Servicing Fees) in respect of subsequent delinquencies. In
addition, if it is determined that an Appraisal Reduction Amount exists with
respect to any Required Appraisal Loan (as defined below), then, with respect
to the Distribution Date immediately following the date of such determination
and with respect to each subsequent Distribution Date for so long as such
Appraisal Reduction Amount exists, the Master Servicer or the Trustee, as
applicable, will be required in the event of subsequent delinquencies to
advance in respect of such Mortgage Loan only an amount equal to the sum of (i)
the amount of the interest portion
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of the P&I Advance that would otherwise be required without regard to this
sentence, minus the product of (a) such Appraisal Reduction Amount and (b) the
per annum Pass-Through Rate (i.e., for any month, one-twelfth of the
Pass-Through Rate) applicable to the Class of Certificates, to which such
Appraisal Reduction Amount is allocated as described in "--Appraisal
Reductions" below and (ii) the amount of the principal portion of the P&I
Advance that would otherwise be required without regard to this sentence.
Pursuant to the terms of the Pooling and Servicing Agreement, if the Master
Servicer fails to make a P&I Advance required to be made, the Trustee will then
be required to make such P&I Advance, except any P&I Advance with respect to
the Pari Passu Companion Loan, in such case, subject to the recoverability
standard described below. Neither the Master Servicer nor the Trustee will be
required to make a P&I Advance or any other advance for any Balloon Payments,
default interest, late payment charges, Prepayment Premiums, Yield Maintenance
Charges or Additional Interest. Neither the Master Servicer nor the Trustee
will be required to make any P&I Advances with respect to any Companion Loan.
In general, neither the Master Servicer nor the Trustee will be required to
make any P&I Advances with respect to the 1000 & 1100 Wilson Loan under the
Pooling and Servicing Agreement. Those advances will be made by the 2005-C20
Master Servicer in accordance with the 2005-C20 Pooling and Servicing Agreement
on generally the same terms and conditions as are applicable under the Pooling
and Servicing Agreement. Furthermore, the amount of principal and interest
advances to be made with respect to the 1000 & 1100 Wilson Loan may be reduced
by an appraisal reduction amount as calculated under the 2005-C20 Pooling and
Servicing Agreement, which amount will be calculated in a manner generally the
same as an Appraisal Reduction Amount. If the 2005-C20 Master Servicer fails to
make a required principal and interest advance on the 1000 & 1100 Wilson Loan
pursuant to the 2005-C20 Pooling and Servicing Agreement (other than based on a
determination that such advance will not be recoverable out of collections on
the 1000 & 1100 Wilson Loan), the Master Servicer will be required to make the
P&I Advances on the 1000 & 1100 Wilson Loan so long as it has received all
information necessary to make a recoverability determination. If the Master
Servicer fails to make the required P&I Advance, the Trustee is required to
make such P&I Advance, subject to the same limitations, and with the same
rights, as described above for the Master Servicer. The Master Servicer and the
Trustee may conclusively rely on the non-recoverability determination of the
2005-C20 Master Servicer. If any principal and interest advances are made with
respect to the 1000 & 1100 Wilson Loan under the 2005-C20 Pooling and Servicing
Agreement or under the Pooling and Servicing Agreement, as applicable, the
party making that advance will be entitled to be reimbursed with interest
thereon as set forth in the 2005-C20 Pooling and Servicing Agreement or the
Pooling and Servicing Agreement, as applicable, including in the event that the
2005-C20 Master Servicer has made a principal and interest advance on the 1000
& 1100 Wilson Loan that it or the 2005-C20 Special Servicer subsequently
determines is not recoverable from expected collections on the 1000 & 1100
Wilson Loan from general collections on all Mortgage Loans in the Trust.
Neither the Master Servicer nor the Trustee will be required to make any
P&I Advances with respect to any Subordinate Companion Loan. In addition, the
Trustee will not be required to make any P&I Advances with respect to any Pari
Passu Companion Loan. If the Master Servicer fails to make the required P&I
Advance, the Trustee is required to make such P&I Advance, except any P&I
Advance with respect to any Pari Passu Companion Loan, subject to the same
limitations, and with the same rights, as described above for the Master
Servicer.
The Master Servicer (or the Trustee) is entitled to recover any P&I
Advance made out of its own funds from any amounts collected in respect of the
Mortgage Loan (net of related Master Servicing Fees with respect to collections
of interest and net of related Liquidation Fees and Workout Fees with respect
to collections of principal) as to which such P&I Advance was made whether such
amounts are collected in the form of late payments, insurance and condemnation
proceeds or liquidation proceeds, or any other recovery of the related Mortgage
Loan or REO Property ("Related Proceeds"). Neither the Master Servicer nor the
Trustee is obligated to make any P&I Advance that it or the Special Servicer
determines, in accordance with the Servicing Standard (in the case of the
Master Servicer and Special Servicer) or its good faith business judgment (in
the case of the Trustee, would, if made, not be recoverable from Related
Proceeds (a "Nonrecoverable P&I Advance"), and the Master Servicer (or the
Trustee) is entitled to recover, from general funds on deposit in the
Certificate Account, any P&I Advance made that it
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determines to be a Nonrecoverable P&I Advance plus interest at the
Reimbursement Rate. In addition, each of the Master Servicer and the Trustee
will be entitled to recover any Advance (together with interest thereon) that
is outstanding at the time that the related Mortgage Loan is modified in
connection with such Mortgage Loan becoming a Corrected Mortgage Loan and is
not repaid in full in connection with such modification but instead becomes an
obligation of the borrower to pay such amounts in the future (such Advance, a
"Workout-Delayed Reimbursement Amount") out of principal collections in the
Certificate Account. Any amount that constitutes all or a portion of any
Workout-Delayed Reimbursement Amount may at any time be determined to
constitute a nonrecoverable Advance and thereafter shall be recoverable as any
other nonrecoverable Advance. A Workout-Delayed Reimbursement Amount will
constitute a nonrecoverable Advance when the person making such determination,
and taking into account factors such as all other outstanding Advances, either
(a) has determined in accordance with the Servicing Standard (in the case of
the Master Servicer or the Special Servicer) or its good faith business
judgment (in the case of the Trustee) that such Workout-Delayed Reimbursement
Amount would not ultimately be recoverable from Related Proceeds, or (b) has
determined in accordance with the Servicing Standard (in the case of the Master
Servicer or the Special Servicer) or its good faith business judgment (in the
case of the Trustee) that such Workout-Delayed Reimbursement Amount, along with
any other Workout-Delayed Reimbursement Amounts and nonrecoverable Advances,
would not ultimately be recoverable out of principal collections in the
Certificate Account. In addition, any such person may update or change its
recoverability determinations (but not reverse any other person's determination
that an Advance is nonrecoverable) at any time and may obtain at the expense of
the Trust Fund any analysis, appraisals or market value estimates or other
information for such purposes. Absent bad faith, any such determination that an
Advance is nonrecoverable will be conclusive and binding on the
Certificateholders, the Master Servicer, the Trustee. Any requirement of the
Master Servicer and the Trustee to make an Advance in the Pooling and Servicing
Agreement is intended solely to provide liquidity for the benefit of the
Certificateholders and not as credit support or otherwise to impose on any such
person the risk of loss with respect to one or more Mortgage Loans. See
"DESCRIPTION OF THE CERTIFICATES--Advances in Respect of Delinquencies" and
"DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certificate Account" in
the accompanying prospectus.
In connection with the recovery by the Master Servicer or the Trustee of
any P&I Advance made by it or the recovery by the Master Servicer or the
Trustee of any reimbursable servicing expense (which may include nonrecoverable
advances to the extent deemed to be in the best interest of the
Certificateholders) incurred by it (each such P&I Advance or expense, an
"Advance"), the Master Servicer or the Trustee, as applicable, is entitled to
be paid interest compounded annually at a per annum rate equal to the
Reimbursement Rate. Such interest will be paid contemporaneously with the
reimbursement of the related Advance first out of late payment charges and
default interest received on the related Mortgage Loan in the Collection Period
in which such reimbursement is made and then from general collections on the
Mortgage Loans then on deposit in the Certificate Account; provided, however,
no P&I Advance shall accrue interest until after the expiration of any
applicable grace period for the related Periodic Payment. In addition, to the
extent the Master Servicer receives late payment charges or default interest on
a Mortgage Loan for which interest on Advances related to such Mortgage Loan
has been paid from general collections on deposit in the Certificate Account
and not previously reimbursed to the Trust Fund, such late payment charges or
default interest will be used to reimburse the Trust Fund for such payment of
interest. The "Reimbursement Rate" is equal to the "prime rate" published in
the "Money Rates" Section of The Wall Street Journal, as such "prime rate" may
change from time to time, accrued on the amount of such Advance from the date
made to but not including the date of reimbursement. To the extent not offset
or covered by amounts otherwise payable on the Non-Offered Certificates,
interest accrued on outstanding Advances will result in a reduction in amounts
payable on the Offered Certificates, subject to the distribution priorities
described in this prospectus supplement.
Upon a determination that a previously made Advance is not recoverable,
instead of obtaining reimbursement out of general collections immediately, the
Master Servicer or the Trustee, as applicable, may, in its sole discretion,
elect to obtain reimbursement for such nonrecoverable Advance over time (not to
exceed 12 months or such longer period of time as agreed to by the Master
Servicer and the Controlling
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Class Representative, each in its sole discretion) and the unreimbursed portion
of such Advance will accrue interest at the prime rate. At any time after such
a determination to obtain reimbursement over time, the Master Servicer, the
Special Servicer, the Trustee, as applicable, may, in its sole discretion,
decide to obtain reimbursement immediately. The fact that a decision to recover
such nonrecoverable Advances over time, or not to do so, benefits some Classes
of Certificateholders to the detriment of other Classes shall not, with respect
to the Master Servicer or the Special Servicer, constitute a violation of the
Servicing Standard or contractual duty under the Pooling and Servicing
Agreement and/or with respect to the Trustee, constitute a violation of any
fiduciary duty to Certificateholders or contractual duty under the Pooling and
Servicing Agreement. In the event that the Master Servicer or the Trustee, as
applicable, elects not to recover such nonrecoverable Advances over time, the
Master Servicer or the Trustee, as applicable, will be required to give S&P and
Fitch at least 15 days notice prior to any such reimbursement to it of
nonrecoverable Advances from amounts in the Certificate Account allocable to
the interest on the Mortgage Loans, unless the Master Servicer, the Trustee ,
as applicable, makes a determination not to give such notice in accordance with
the terms of the Pooling and Servicing Agreement.
If the Master Servicer or the Trustee, as applicable, reimburses itself
out of general collections on the Mortgage Pool for any Advance that it has
determined is not recoverable out of collections on the related Mortgage Loan
or reimburses itself out of general collections, related to principal only, on
the Mortgage Pool for any Workout-Delayed Reimbursement Amount, then that
Advance or Workout-Delayed Reimbursement Amount (together, in each case, with
accrued interest thereon) will be deemed, to the fullest extent permitted
pursuant to the terms of the Pooling and Servicing Agreement, to be reimbursed
first out of the Principal Distribution Amount otherwise distributable on the
applicable Certificates (prior to, in the case of nonrecoverable Advances only,
being deemed reimbursed out of payments and other collections of interest on
the underlying Mortgage Loans otherwise distributable on the applicable
Certificates), thereby reducing the Principal Distribution Amount of such
Certificates. To the extent any Advance is determined to be nonrecoverable and
to the extent of each Workout-Delayed Reimbursement Amount, if the Advance or
Workout-Delayed Reimbursement Amount is reimbursed out of the Principal
Distribution Amount as described above and the item for which the Advance or
Workout-Delayed Reimbursement Amount was originally made is subsequently
collected from payments or other collections on the related Mortgage Loan, then
the Principal Distribution Amount for the Distribution Date corresponding to
the Collection Period in which this item was recovered will be increased by the
lesser of (a) the amount of the item and (b) any previous reduction in the
Principal Distribution Amount for a prior Distribution Date pursuant to this
paragraph.
APPRAISAL REDUCTIONS
Other than with respect to the NGP Rubicon GSA Pool Loan and the 1000 &
1100 Wilson Loan, upon the earliest of the date (each such date, a "Required
Appraisal Date") that (1) any Mortgage Loan (including the Pari Passu Companion
Loan) is 60 days delinquent in respect of any Periodic Payments, (2) any REO
Property is acquired on behalf of the Trust Fund in respect of any Mortgage
Loan, (3) any Mortgage Loan has been modified by the Special Servicer to reduce
the amount of any Periodic Payment, other than a Balloon Payment, (4) a
receiver is appointed and continues in such capacity in respect of the
Mortgaged Property securing any Mortgage Loan, (5) a borrower with respect to
any Mortgage Loan becomes subject to any bankruptcy proceeding, (6) a Balloon
Payment with respect to any Mortgage Loan (including the Pari Passu Companion
Loan) has not been paid on its scheduled maturity date, unless the Master
Servicer has, on or prior to the due date of such Balloon Payment, received
written evidence from an institutional lender of such lender's binding
commitment to refinance such Mortgage Loan (including the Pari Passu Companion
Loan) within 60 days after the due date of such Balloon Payment (provided that
if such refinancing does not occur during such time specified in the
commitment, the related Mortgage Loan (including the Pari Passu Companion Loan)
will immediately become a Required Appraisal Loan) or (7) any Mortgage Loan is
outstanding 60 days after the third anniversary of an extension of its
scheduled maturity date (each such Mortgage Loan, including an REO Mortgage
Loan, a "Required Appraisal Loan"), the Special Servicer is required to obtain
(within 60 days of the applicable Required Appraisal Date) an appraisal of the
related Mortgaged Property prepared in accordance with 12 CFR Section 225.62
and conducted in accordance with the standards of the Appraisal Institute by a
Qualified Appraiser (or with respect to any Mortgage Loan with an outstanding
principal balance less than $2
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million, an internal valuation performed by the Special Servicer), unless such
an appraisal had previously been obtained within the prior twelve months. A
"Qualified Appraiser" is an independent appraiser, selected by the Special
Servicer or the Master Servicer, that is a member in good standing of the
Appraisal Institute, and that, if the state in which the subject Mortgaged
Property is located certifies or licenses appraisers, is certified or licensed
in such state, and in each such case, who has a minimum of five years
experience in the subject property type and market. The cost of such appraisal
will be advanced by the Master Servicer, subject to the Master Servicer's right
to be reimbursed therefor out of Related Proceeds or, if not reimbursable
therefrom, out of general funds on deposit in the Certificate Account. As a
result of any such appraisal, it may be determined that an "Appraisal Reduction
Amount" exists with respect to the related Required Appraisal Loan, such
determination to be made by the Master Servicer as described below. The
Appraisal Reduction Amount for any Required Appraisal Loan will equal the
excess, if any, of (a) the sum (without duplication), as of the first
Determination Date immediately succeeding the Master Servicer's obtaining
knowledge of the occurrence of the Required Appraisal Date if no new appraisal
is required or the date on which the appraisal or internal valuation, if
applicable, is obtained and each Determination Date thereafter so long as the
related Mortgage Loan remains a Required Appraisal Loan, of (i) the Stated
Principal Balance of such Required Appraisal Loan, and any Companion Loans
related thereto, (ii) to the extent not previously advanced by or on behalf of
the Master Servicer or the Trustee, all unpaid interest on the Required
Appraisal Loan and any related Companion Loans to the extent the Master
Servicer had actual knowledge of such advance, through the most recent Due Date
prior to such Determination Date at a per annum rate equal to the related Net
Mortgage Rate (exclusive of any portion thereof that constitutes Additional
Interest), (iii) all accrued but unpaid Servicing Fees and all accrued but
unpaid Additional Trust Fund Expenses in respect of such Required Appraisal
Loan and any related Companion Loans, plus, with respect to any Pari Passu
Companion Loan, similar fees and expenses to the extent the Master Servicer has
actual knowledge of such fees and expenses, (iv) all related unreimbursed
Advances (plus accrued interest thereon) made by or on behalf of the Master
Servicer, the Special Servicer or the Trustee with respect to such Required
Appraisal Loan and any related Companion Loan and (v) all currently due and
unpaid real estate taxes and reserves owed for improvements and assessments,
insurance premiums, and, if applicable, ground rents in respect of the related
Mortgaged Property, over (b) an amount equal to the sum of (i) all escrows,
reserves and letters of credit held for the purposes of reserves (provided such
letters of credit may be drawn upon for reserve purposes under the related
Mortgage Loan documents) held with respect to such Required Appraisal Loan,
plus (ii) 90% of the appraised value (net of any prior liens and estimated
liquidation expenses) of the related Mortgaged Property as determined by such
appraisal less any downward adjustments made by the Special Servicer (without
implying any obligation to do so) based upon its review of the Appraisal and
such other information as the Special Servicer deems appropriate. If the
Special Servicer has not obtained a new appraisal (or performed an internal
valuation, if applicable) within the time limit described above, the Appraisal
Reduction Amount for the related Mortgage Loan will equal 25% of the principal
balance of such Mortgage Loan, to be adjusted upon receipt of the new appraisal
(or internal valuation, if applicable).
As a result of calculating an Appraisal Reduction Amount with respect to a
Mortgage Loan, the interest portion of a P&I Advance for such Mortgage Loan for
the related Distribution Date will be reduced, which will have the effect of
reducing the amount of interest available for distribution to the Subordinate
Certificates in reverse order of entitlement to distribution with respect to
such Classes. See "--P&I Advances" above. With respect to the NGP Rubicon GSA
Pool Loan and the 1000 & 1100 Wilson Loan, the appraisal reduction amount will
be calculated under the 2005-C20 Pooling and Servicing Agreement, in a manner
substantially similar but not identical to the calculation of an Appraisal
Reduction Amount as described above. Any such appraisal reduction on a Pari
Passu Loan will generally be allocated to the holders of the related Mortgage
Loan and related Pari Passu Companion Loans, pro rata, based on each such
loan's outstanding principal balance. Any such Appraisal Reduction Amounts on
Mortgage Loans with Subordinate Companion Loans will generally be allocated
first, to the Subordinate Companion Loan, and second, to the related Mortgage
Loan. See "SERVICING OF THE MORTGAGE LOANS--Servicing of the NGP Rubicon GSA
Pool Loan and the 1000 & 1100 Wilson Loan" in this prospectus supplement. For
the purpose of calculating P&I Advances only, the aggregate Appraisal Reduction
Amounts will be allocated to the Certificate Balance of each Class of
Sequential Pay
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Certificates in reverse order of payment priorities (except with respect to the
Class A Certificates, to which such Appraisal Reduction Amounts will be
allocated pro rata).
REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION
Trustee Reports. Based solely on information provided in monthly reports
prepared by the Master Servicer and the Special Servicer (and subject to the
limitations with respect thereto) and delivered to the Trustee, the Trustee is
required to provide or make available either electronically (on the Trustee's
internet website initially located at "www.ctslink.com/cmbs") or by first class
mail on each Distribution Date to each Certificateholder:
(a) A statement (a "Distribution Date Statement"), substantially in the
form of Annex B to this prospectus supplement, setting forth, among other
things, for each Distribution Date:
(i) the amount of the distribution to the holders of each Class of
REMIC Regular Certificates and the Class A-2PFL Certificates and the
Class A-MFL Certificates in reduction of the Certificate Balance
thereof;
(ii) the amount of the distribution to the holders of each Class of
REMIC Regular Certificates and the Class A-2PFL Certificates and the
Class A-MFL Certificates allocable to Distributable Certificate
Interest, the Class A-2PFL Interest Distribution Amount and the Class
A-MFL Interest Distribution Amount, and, with respect to the Class
A-2PFL Certificates and the Class A-MFL Certificates, notification that
the amount of interest being distributed with respect to the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest, is being
paid as a result of a Swap Default;
(iii) the amount of the distribution to the holders of each Class of
REMIC Regular Certificates and the Class A-2PFL Certificates and the
Class A-MFL Certificates allocable to Prepayment Premiums and Yield
Maintenance Charges;
(iv) the amount of the distribution to the holders of each Class of
REMIC Regular Certificates and the Class A-2PFL Certificates and the
Class A-MFL Certificates in reimbursement of previously allocated
Realized Losses and Additional Trust Fund Expenses;
(v) the Available Distribution Amount and the Class A-2PFL Available
Funds and the Class A-MFL Available Funds;
(vi) (a) the aggregate amount of P&I Advances (including any such
advances made on the NGP Rubicon GSA Pool Loan or the 1000 & 1100 Wilson
Loan under the 2005-C20 Pooling and Servicing Agreement) made in respect
of such Distribution Date with respect to the Mortgage Pool and each
Loan Group and (b) the aggregate amount of servicing advances with
respect to the Mortgage Pool and each Loan Group as of the close of
business on the related Determination Date;
(vii) the aggregate unpaid principal balance of the Mortgage Pool and
each Loan Group outstanding as of the close of business on the related
Determination Date;
(viii) the aggregate Stated Principal Balance of the Mortgage Pool
and each Loan Group outstanding immediately before and immediately after
such Distribution Date;
(ix) the number, aggregate unpaid principal balance, weighted average
remaining term to maturity or Anticipated Repayment Date and weighted
average Mortgage Rate of the Mortgage Loans in the Mortgage Pool and
each Loan Group as of the close of business on the related Determination
Date;
(x) the number and aggregate Stated Principal Balance (immediately
after such Distribution Date) (and with respect to each delinquent
Mortgage Loan, a brief description of the reason for delinquency, if
known by the Master Servicer or Special Servicer, as applicable) of
Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c)
delinquent 90 days or more, and (d) as to which foreclosure proceedings
have been commenced;
(xi) as to each Mortgage Loan referred to in the preceding clause (x)
above: (a) the loan number thereof, (b) the Stated Principal Balance
thereof immediately following such Distribution Date and (c) a brief
description of any loan modification;
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(xii) with respect to any Mortgage Loan as to which a liquidation
event occurred during the related Collection Period (other than a
payment in full), (a) the loan number thereof, (b) the aggregate of all
liquidation proceeds and other amounts received in connection with such
liquidation event (separately identifying the portion thereof allocable
to distributions on the Certificates), and (c) the amount of any
Realized Loss in connection with such liquidation event;
(xiii) with respect to any REO Property included in the Trust Fund as
to which the Special Servicer has determined, in accordance with the
Servicing Standard, that all payments or recoveries with respect to such
property have been ultimately recovered (a "Final Recovery
Determination") was made during the related Collection Period, (a) the
loan number of the related Mortgage Loan, (b) the aggregate of all
liquidation proceeds and other amounts received in connection with such
Final Recovery Determination (separately identifying the portion thereof
allocable to distributions on the Certificates), and (c) the amount of
any Realized Loss in respect of the related REO Property in connection
with such Final Recovery Determination;
(xiv) the Accrued Certificate Interest in respect of each Class of
REMIC Regular Certificates and the Class A-2PFL Certificates and the
Class A-MFL Certificates for such Distribution Date;
(xv) any unpaid Distributable Certificate Interest in respect of each
Class of REMIC Regular Certificates and the Class A-2PFL Certificates
and the Class A-MFL Certificates after giving effect to the
distributions made on such Distribution Date;
(xvi) the Pass-Through Rate for each Class of REMIC Regular
Certificates and the Class A-2PFL Certificates and the Class A-MFL
Certificates for such Distribution Date;
(xvii) the Principal Distribution Amount;
(xviii) the Principal Distribution Amount the Loan Group 1 Principal
Distribution Amount and the Loan Group 2 Principal Distribution Amount
for such Distribution Date (and, in the case of any principal prepayment
or other unscheduled collection of principal received during the related
Collection Period, the loan number for the related Mortgage Loan and the
amount of such prepayment or other collection of principal);
(xix) the aggregate of all Realized Losses incurred during the
related Collection Period and all Additional Trust Fund Expenses
incurred during the related Collection Period;
(xx) the aggregate of all Realized Losses and Additional Trust Fund
Expenses that were allocated to each Class of Certificates and the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest on such
Distribution Date;
(xxi) the Certificate Balance of each Class of REMIC Regular
Certificates (other than the Class X Certificates) and the Class A-2PFL
Certificates and the Class A-MFL Certificates and the Notional Amount of
the Class X-C Certificates and Class X-P Certificates immediately before
and immediately after such Distribution Date, separately identifying any
reduction therein due to the allocation of Realized Losses and
Additional Trust Fund Expenses on such Distribution Date;
(xxii) the certificate factor for each Class of REMIC Regular
Certificates and the Class A-2PFL Certificates and the Class A-MFL
Certificates immediately following such Distribution Date;
(xxiii) the aggregate amount of interest on P&I Advances (including
any such advances made on the NGP Rubicon GSA Pool Loan or the 1000 &
1100 Wilson Loan under the 2005-C20 Pooling and Servicing Agreement)
paid to the Master Servicer or the Trustee (or the 2005-C20 Master
Servicer) with respect to the Mortgage Pool and each Loan Group during
the related Collection Period;
(xxiv) the aggregate amount of interest on servicing advances paid to
the Master Servicer, the Special Servicer and the Trustee with respect
to the Mortgage Pool and each Loan Group during the related Collection
Period;
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(xxv) the aggregate amount of servicing fees and Trustee Fees paid to
the Master Servicer, the Special Servicer and the Trustee, as
applicable, during the related Collection Period;
(xxvi) the loan number for each Required Appraisal Loan and any
related Appraisal Reduction Amount as of the related Determination Date;
(xxvii) the original and then current credit support levels for each
Class of REMIC Regular Certificates and the Class A-2PFL Certificates
and the Class A-MFL Certificates;
(xxviii) the original and then current ratings for each Class of
REMIC Regular Certificates and the Class A-2PFL Certificates and the
Class A-MFL Certificates;
(xxix) the aggregate amount of Prepayment Premiums and Yield
Maintenance Charges collected with respect to the Mortgage Pool and each
Loan Group during the related Collection Period;
(xxx) the amounts, if any, actually distributed with respect to the
Class R-I Certificates, Class R-II Certificates and Class Z Certificates
on such Distribution Date;
(xxxi) the value of any REO Property included in the Trust Fund at
the end of the Collection Period, based on the most recent appraisal or
valuation;
(xxxii) LIBOR as calculated for the related Distribution Date and the
next succeeding Distribution Date;
(xxxiii) the amounts received and paid in respect of each of the
Class A-2PFL Swap Contract and the Class A-MFL Swap Contract;
(xxxiv) identification of any payment default under the Class A-2PFL
Swap Contract and the Class A-MFL Swap Contract as of 11:00 AM Eastern
time on the applicable Distribution Date and identification of any
Rating Agency Trigger Event or other Swap Default of which Trustee has
knowledge as of the close of business on the last day of the immediately
preceding calendar month with respect to the Class A-2PFL Swap Contract
and the Class A-MFL Swap Contract;
(xxxv) the amount of any (A) payment by the applicable Swap
Counterparty as a termination payment, (B) payments in connection with
the acquisition of a replacement interest rate swap contract and (C)
collateral posted in connection with any Rating Agency Trigger Event;
and
(xxxvi) the amount of, and identification of, any payments on the
Class A-2PFL Certificates and the Class A-MFL Certificates in addition
to the amount of principal and interest due thereon (including without
limitation, any termination payment received in connection with the
Class A-2PFL Swap Contract and the Class A-MFL Swap Contract).
(b) A "CMSA Loan Periodic Update File" and a "CMSA Property File" (in
electronic form and substance as provided by the Master Servicer and/or the
Special Servicer) setting forth certain information (with respect to CMSA
Loan Periodic Update File, as of the related Determination Date) with
respect to the Mortgage Loans and the Mortgaged Properties, respectively.
(c) A "CMSA Collateral Summary File" and a "CMSA Bond File" setting
forth certain information with respect to the Mortgage Loans and the
Certificates, respectively.
(d) A "CMSA Reconciliation of Funds Report" setting forth certain
information with respect to the Mortgage Loans and the Certificates.
The Master Servicer and/or the Special Servicer is required to deliver (in
electronic format acceptable to the Trustee and Master Servicer) to the Trustee
prior to each Distribution Date, and the Trustee is required to provide or make
available electronically or by first class mail to each Certificateholder, the
Depositor, the Underwriters and each Rating Agency on each Distribution Date,
the following reports:
(a) CMSA Delinquent Loan Status Report;
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(b) CMSA Historical Loan Modification and Corrected Mortgage Loan
Report;
(c) CMSA Historical Liquidation Report;
(d) CMSA REO Status Report;
(e) CMSA Servicer Watch List/Portfolio Review Guidelines;
(f) CMSA Operating Statement Analysis Report;
(g) CMSA NOI Adjustment Worksheet;
(h) CMSA Comparative Financial Status Report;
(i) CMSA Loan Level Reserve/LOC Report; and
(j) CMSA Advance Recovery Report.
Each of the reports referenced as CMSA reports will be in the form
prescribed in the standard Commercial Mortgage Securities Association ("CMSA")
investor reporting package. Forms of these reports are available at the CMSA's
website located at "www.cmbs.org".
The reports identified in clauses (a), (b), (c), (d), (i) and (j) above
are referred to in this prospectus supplement as the "Unrestricted Servicer
Reports", and the reports identified in clauses (e), (f), (g) and (h) above are
referred to in this prospectus supplement as the "Restricted Servicer Reports".
In addition, within a reasonable period of time after the end of each
calendar year, the Trustee is required to send to each person who at any time
during the calendar year was a Certificateholder of record, a report
summarizing on an annual basis (if appropriate) certain items provided to
Certificateholders in the monthly Distribution Date Statements and such other
information as may be required to enable such Certificateholders to prepare
their federal income tax returns. Such information is required to include the
amount of original issue discount accrued on each Class of Certificates and
information regarding the expenses of the Trust Fund. Such requirements shall
be deemed to be satisfied to the extent such information is provided pursuant
to applicable requirements of the Code in force from time to time.
The information that pertains to Specially Serviced Trust Fund Assets
reflected in reports will be based solely upon the reports delivered by the
Special Servicer or the Master Servicer to the Trustee prior to the related
Distribution Date. Absent manifest error, none of the Master Servicer, the
Special Servicer or the Trustee will be responsible for the accuracy or
completeness of any information supplied to it by a mortgagor or third party
that is included in any reports, statements, materials or information prepared
or provided by the Master Servicer, the Special Servicer or the Trustee, as
applicable.
Book-Entry Certificates. Until such time as definitive Offered
Certificates are issued in respect of the Book-Entry Certificates, the
foregoing information will be available to the holders of the Book-Entry
Certificates only to the extent it is forwarded by or otherwise available
through DTC and its Participants. Any beneficial owner of a Book-Entry
Certificate who does not receive information through DTC or its Participants
may request that the Trustee reports be mailed directly to it by written
request to the Trustee (accompanied by evidence of such beneficial ownership)
at the Corporate Trust Office of the Trustee. The manner in which notices and
other communications are conveyed by DTC to its Participants, and by its
Participants to the holders of the Book-Entry Certificates, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. The Master Servicer, the Special Servicer
or the Trustee and the Depositor are required to recognize as
Certificateholders only those persons in whose names the Certificates are
registered on the books and records of the Certificate Registrar.
Information Available Electronically. On or prior to each Distribution
Date, the Trustee will make available to the general public via its internet
website initially located at "www.ctslink.com/cmbs", (i) the related
Distribution Date Statement, (ii) the CMSA Loan Periodic Update File, CMSA Loan
Setup File, CMSA Bond File and CMSA Collateral Summary File, (iii) the
Unrestricted Servicer Reports, (iv) as a convenience for the general public
(and not in furtherance of the distribution thereof under the securities laws),
this prospectus supplement, the accompanying prospectus and the Pooling and
Servicing Agreement, and (v) any other items at the request of the Depositor.
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In addition, on each Distribution Date, the Trustee will make available
via its internet website, on a restricted basis, (i) the Restricted Servicer
Reports and (ii) the CMSA Property File. The Trustee shall provide access to
such restricted reports, upon receipt of a certification in the form attached
to the Pooling and Servicing Agreement, to Certificate Owners and prospective
transferees, and upon request to any other Privileged Person and to any other
person upon the direction of the Depositor.
The Trustee and Master Servicer make no representations or warranties as
to the accuracy or completeness of any report, document or other information
made available on its internet website and assumes no responsibility therefor.
In addition, the Trustee and the Master Servicer may disclaim responsibility
for any information distributed by the Trustee or the Master Servicer, as the
case may be, for which it is not the original source.
The Master Servicer may make available each month via the Master
Servicer's internet website, initially located at "www.wachovia.com" (i) to any
interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File
and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with
the use of a password provided by the Master Servicer to such Privileged
Person, the Restricted Servicer Reports and the CMSA Property File. For
assistance with the Master Servicer's internet website, investors may call
(800) 326-1334.
"Privileged Person" means any Certificateholder or any person identified
to the Trustee or the Master Servicer, as applicable, as a prospective
transferee of an Offered Certificate or any interests therein (that, with
respect to any such holder or Certificate Owner or prospective transferee, has
provided to the Trustee or the Master Servicer, as applicable, a certification
in the form attached to the Pooling and Servicing Agreement), any Rating
Agency, the Mortgage Loan Sellers, any holder of a Companion Loan, the
Depositor and its designees, the Underwriters or any party to the Pooling and
Servicing Agreement.
In connection with providing access to the Trustee's internet website or
the Master Servicer's internet website, the Trustee or the Master Servicer, as
applicable, may require registration and the acceptance of a disclaimer.
Neither the Trustee nor the Master Servicer shall be liable for the
dissemination of information in accordance with the Pooling and Servicing
Agreement.
Other Information. The Pooling and Servicing Agreement requires that the
Master Servicer or the Special Servicer make available at its offices primarily
responsible for administration of the Trust Fund, during normal business hours,
or send the requesting party at the expense of such requesting party, for
review by any holder or Certificate Owner owning an Offered Certificate or an
interest therein or any person identified by the Trustee to the Master Servicer
or Special Servicer, as the case may be, as a prospective transferee of an
Offered Certificate or an interest therein, originals or copies of, among other
things, the following items: (a) the Pooling and Servicing Agreement and any
amendments thereto, (b) all Distribution Date Statements delivered to holders
of the relevant Class of Offered Certificates since the Closing Date, (c) all
officer's certificates delivered by the Master Servicer since the Closing Date
as described under "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--
Evidence as to Compliance" in the accompanying prospectus, (d) all accountants'
reports delivered with respect to the Master Servicer since the Closing Date as
described under "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Evidence
as to Compliance" in the accompanying prospectus, (e) the most recent property
inspection report prepared by or on behalf of the Master Servicer in respect of
each Mortgaged Property, (f) the most recent Mortgaged Property annual
operating statements and rent roll, if any, collected by or on behalf of the
Master Servicer, (g) any and all modifications, waivers and amendments of the
terms of a Mortgage Loan entered into by the Special Servicer, (h) the Mortgage
File relating to each Mortgage Loan, and (i) any and all officers' certificates
and other evidence prepared by the Master Servicer or the Special Servicer to
support its determination that any Advance was or, if made, would not be
recoverable from Related Proceeds. Copies of any and all of the foregoing items
will be available from the Master Servicer or Special Servicer, as the case may
be, upon request; however, the Master Servicer or Special Servicer, as the case
may be, will be permitted to require (other than from the Rating Agencies) a
certification from the person seeking such information (covering among other
matters, confidentiality) and payment of a sum sufficient to cover the
reasonable costs and expenses of providing such information to
Certificateholders, Certificate Owners and their prospective transferees,
including, without limitation, copy charges and reasonable fees for employee
time and for space.
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ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE
The "Assumed Final Distribution Date" with respect to any Class of REMIC
Regular Certificates is the Distribution Date on which the Certificate Balance
of such Class of Certificates would be reduced to zero based on the assumption
that no Mortgage Loan is voluntarily prepaid prior to its stated maturity date
(except for the ARD Loans which are assumed to be paid in full on their
respective Anticipated Repayment Dates) and otherwise based on the "Table
Assumptions" set forth under "YIELD AND MATURITY CONSIDERATIONS--Weighted
Average Life" in this prospectus supplement, which Distribution Date shall in
each case be as follows:
ASSUMED FINAL
CLASS DESIGNATION DISTRIBUTION DATE
- ---------------------- -------------------
Class A-1 ..................................... June 15, 2010
Class A-2PFL .................................. September 15, 2010
Class A-2C .................................... October 15, 2010
Class A-3 ..................................... September 15, 2012
Class A-PB .................................... June 15, 2005
Class A-4 ..................................... August 15, 2005
Class A-1A .................................... September 15, 2005
Class A-MFL ................................... September 15, 2005
Class A-MFX ................................... September 15, 2005
Class A-J ..................................... October 15, 2015
Class B ....................................... October 15, 2015
Class C ....................................... October 15, 2015
Class D ....................................... October 15, 2015
The Assumed Final Distribution Dates set forth above were calculated
without regard to any delays in the collection of Balloon Payments and without
regard to a reasonable liquidation time with respect to any Mortgage Loans that
may be delinquent. Accordingly, in the event of defaults on the Mortgage Loans,
the actual final Distribution Date for one or more Classes of the Offered
Certificates may be later, and could be substantially later, than the related
Assumed Final Distribution Date(s).
In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR (as defined in this prospectus supplement)
(except that it is assumed that the ARD Loans pay their respective principal
balances on their related Anticipated Repayment Dates) and no losses on the
Mortgage Loans. Because the rate of principal payments (including prepayments)
on the Mortgage Loans can be expected to exceed the scheduled rate of principal
payments, and could exceed such scheduled rate by a substantial amount, and
because losses may occur in respect of the Mortgage Loans, the actual final
Distribution Date for one or more Classes of the Offered Certificates may be
earlier, and could be substantially earlier, than the related Assumed Final
Distribution Date(s). The rate of principal payments (including prepayments) on
the Mortgage Loans will depend on the characteristics of the Mortgage Loans, as
well as on the prevailing level of interest rates and other economic factors,
and no assurance can be given as to actual principal payment experience.
Finally, the Assumed Final Distribution Dates were calculated assuming there
would not be an early termination of the Trust Fund. See "YIELD AND MATURITY
CONSIDERATIONS" and "DESCRIPTION OF THE MORTGAGE POOL" in this prospectus
supplement and "YIELD CONSIDERATIONS" and "DESCRIPTION OF THE TRUST FUNDS" in
the accompanying prospectus.
The "Rated Final Distribution Date" with respect to each Class of Offered
Certificates is the Distribution Date in October 2044, the first Distribution
Date that follows the second anniversary of the end of the amortization term
for the Mortgage Loan that, as of the Cut-Off Date, has the longest remaining
amortization term. The rating assigned by a Rating Agency to any Class of
Offered Certificates entitled to receive distributions in respect of principal
reflects an assessment of the likelihood that Certificateholders of such Class
will receive, on or before the Rated Final Distribution Date, all principal
distributions to which they are entitled. See "RATINGS" in this prospectus
supplement.
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VOTING RIGHTS
At all times during the term of the Pooling and Servicing Agreement, 100%
of the voting rights for the Certificates (the "Voting Rights") will be
allocated among the respective Classes of Certificates as follows: (i) 4% in
the aggregate in the case of the Class X Certificates (allocated, pro rata,
between the Classes of Class X Certificates based on Notional Amount) and (ii)
in the case of any Class of Sequential Pay Certificates, a percentage equal to
the product of 96% and a fraction, the numerator of which is equal to the
aggregate Certificate Balance of such Class of Certificates (as adjusted by
treating any Appraisal Reduction Amount as a Realized Loss solely for the
purposes of adjusting Voting Rights) and the denominator of which is equal to
the aggregate Certificate Balances of all Classes of Sequential Pay
Certificates, determined as of the Distribution Date immediately preceding such
time; provided, however, that the treatment of any Appraisal Reduction Amount
as a Realized Loss shall not reduce the Certificate Balances of any Class for
the purpose of determining the Controlling Class, the Controlling Class
Representative or the Majority Subordinate Certificateholder. The holders of
the Class R-I Certificates, Class R-II Certificates and Class Z Certificates
will not be entitled to any Voting Rights. Voting Rights allocated to a Class
of Certificates will be allocated among the related Certificateholders in
proportion to the percentage interests in such Class evidenced by their
respective Certificates. The Class A-1 Certificates, Class A-2PFL Certificates,
Class A-2C Certificates, Class A-3 Certificates, Class A-PB Certificates, Class
A-4 Certificates, and Class A-1A Certificates will be treated as one Class for
determining the Controlling Class, and the Class A-MFL Certificates and the
Class A-MFX Certificates will be treated as one Class for determining the
Controlling Class. In addition, if either the Master Servicer or the Special
Servicer is the holder of any Sequential Pay Certificate, neither of the Master
Servicer or Special Servicer, in its capacity as a Certificateholder, will have
Voting Rights with respect to matters concerning compensation affecting the
Master Servicer or the Special Servicer. See "DESCRIPTION OF THE
CERTIFICATES--Voting Rights" in the accompanying prospectus.
TERMINATION
The obligations created by the Pooling and Servicing Agreement will
terminate following the earlier of (i) the final payment (or advance in respect
thereof) or other liquidation of the last Mortgage Loan or REO Property subject
thereto, and (ii) the purchase of all of the Mortgage Loans and all of the REO
Properties, if any, remaining in the Trust Fund by the Master Servicer, the
Special Servicer or any single Certificateholder (so long as such
Certificateholder is not an affiliate of the Depositor or a Mortgage Loan
Seller) that is entitled to greater than 50% of the Voting Rights allocated to
the Class of Sequential Pay Certificates with the lowest payment priority then
outstanding (or if no Certificateholder is entitled to greater than 50% of the
Voting Rights of such Class, the Certificateholder with the largest percentage
of Voting Rights allocated to such Class) (the "Majority Subordinate
Certificateholder") and distribution or provision for distribution thereof to
the Certificateholders. Written notice of termination of the Pooling and
Servicing Agreement will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at the office of the Trustee or other registrar for the
Certificates or at such other location as may be specified in such notice of
termination.
Any such purchase by the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder of all the Mortgage Loans and all of the
REO Properties, if any, remaining in the Trust Fund is required to be made at a
price equal to (i) the aggregate Purchase Price of all the Mortgage Loans
(other than REO Mortgage Loans) then included in the Trust Fund, plus (ii) the
fair market value of all REO Properties then included in the Trust Fund, as
determined by an independent appraiser selected by the Master Servicer and
approved by the Trustee (which may be less than the Purchase Price for the
corresponding REO Loan), minus (iii) if the purchaser is the Master Servicer,
the aggregate of amounts payable or reimbursable to the Master Servicer under
the Pooling and Servicing Agreement. Such purchase will effect early retirement
of the then-outstanding Offered Certificates, but the right of the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder to
effect such purchase is subject to the requirement that the aggregate principal
balance of the Mortgage Loans is less than 1% of the Cut-Off Date Pool Balance.
The purchase price paid in connection with the purchase of all Mortgage
Loans and REO Properties remaining in the Trust Fund, exclusive of any portion
thereof payable or reimbursable to any person other
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than the Certificateholders, will constitute part of the Available Distribution
Amount for the final Distribution Date. The Available Distribution Amount for
the final Distribution Date will be distributed by the Trustee generally as
described under "--Distributions--Application of the Available Distribution
Amount," in this prospectus supplement except that the distributions of
principal on any Class of Sequential Pay Certificates and the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest described thereunder will
be made, subject to available funds and the distribution priorities described
thereunder, in an amount equal to the entire Certificate Balance of such Class
of Certificates or the Class A-2PFL Regular Interest or the Class A-MFL Regular
Interest remaining outstanding.
An exchange by any Certificateholder of all of the then outstanding
Certificates (other than the Class Z Certificates and the REMIC Residual
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then-outstanding Certificates (other
than the Class Z Certificates and the REMIC Residual Certificates) are held by
a single Certificateholder, (ii) after the Class A-1 Certificates, Class A-2PFL
Certificates, Class A-2C Certificates, the Class A-3 Certificates, Class A-PB
Certificates, Class A-4 Certificates, Class A-1A Certificates, Class A-MFL
Certificates, Class A-MFX Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates and Class D Certificates have been paid in
full, and (iii) by giving written notice to each of the parties to the Pooling
and Servicing Agreement no later than 30 days prior to the anticipated date of
exchange. In the event that such Certificateholder elects to exchange its
Certificates for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund, such Certificateholder must deposit in the Certificate Account,
in immediately available funds, an amount equal to all amounts then due and
owing to the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar, the REMIC Administrator and their respective agents
under the Pooling and Servicing Agreement.
For purposes of the foregoing provisions relating to termination of the
Trust Fund, with respect to the NGP Rubicon GSA Pool Loan and the 1000 & 1100
Wilson Loan, the term REO Property refers to the Trust Fund's beneficial
interest in the related REO Property under the 2005-C20 Pooling and Servicing
Agreement.
THE TRUSTEE
Wells Fargo Bank, N.A. (the "Trustee") is acting as trustee pursuant to
the Pooling and Servicing Agreement. See "DESCRIPTION OF THE POOLING AND
SERVICING AGREEMENTS--The Trustee," "--Duties of the Trustee," "--Certain
Matters Regarding the Trustee" and "--Resignation and Removal of the Trustee"
in the accompanying prospectus. As compensation for its services, the Trustee
will be entitled to receive monthly, from general funds on deposit in the
Distribution Account, the Trustee Fee. The "Trustee Fee" for each Mortgage Loan
and REO Loan for any Distribution Date equals one month's interest for the most
recently ended calendar month (calculated on the basis of a 360-day year
consisting of twelve 30-day months), accrued at the Trustee Fee rate on the
Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be,
outstanding immediately following the prior Distribution Date (or, in the case
of the initial Distribution Date, as of the Closing Date). The Trustee Fee rate
is a per annum rate set forth in the Pooling and Servicing Agreement. In
addition, the Trustee will be entitled to recover from the Trust Fund all
reasonable unanticipated expenses and disbursements incurred or made by the
Trustee in accordance with any of the provisions of the Pooling and Servicing
Agreement, but not including expenses incurred in the ordinary course of
performing its duties as Trustee under the Pooling and Servicing Agreement, and
not including any such expense, disbursement or advance as may arise from its
willful misconduct, negligence or bad faith. The Trustee will not be entitled
to any fee with respect to any Companion Loan. The Trustee also has certain
duties with respect to REMIC Administration (in such capacity, the "REMIC
Administrator"). See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Taxation of
Owners of REMIC Residual Certificates--Reporting and Other Administrative
Matters" in the accompanying prospectus.
The Trustee is also authorized to invest or direct the investment of funds
held in the Distribution Account, the Interest Reserve Account, the Additional
Interest Account and the Gain-on-Sale Reserve Account maintained by it that
relate to the Mortgage Loans or REO Properties, as the case may be, in certain
short-term United States government securities and certain other permitted
investment grade obligations, and the Trustee will be entitled to retain any
interest or other income earned on such funds
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held in those accounts maintained by it, but shall be required to cover any
losses on investments of funds held in those accounts maintained by it, from
its own funds without any right to reimbursement, except in certain limited
circumstances described in the Pooling and Servicing Agreement.
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DESCRIPTION OF THE SWAP CONTRACTS
GENERAL
On the Closing Date, the Depositor will transfer the Class A-2PFL Regular
Interest to the Trust Fund in exchange for the Class A-2PFL Certificates, which
will represent all of the beneficial interest in the portion of the Trust Fund
consisting of the Class A-2PFL Regular Interest, the Class A-2PFL Swap Contract
and the Class A-2PFL Floating Rate Account. In addition, on the Closing Date,
the Depositor will transfer the Class A-MFL Regular Interest to the Trust Fund
in exchange for the Class A-MFL Certificates, which will represent all of the
beneficial interest in the portion of the Trust Fund consisting of the Class
A-MFL Regular Interest, the Class A-MFL Swap Contract and the Class A-MFL
Floating Rate Account.
The Trustee, on behalf of the Trust Fund, will enter into two interest
rate swap contracts: (i) the swap contract related to the Class A-2PFL Regular
Interest (the "Class A-2PFL Swap Contract"), with Wachovia Bank, National
Association (the "Class A-2PFL Swap Counterparty") and (ii) the swap contract
related to the Class A-MFL Regular Interest (the "Class A-MFL Swap Contract"),
with Wachovia Bank, National Association (the "Class A-MFL Swap Counterparty").
The Class A-2PFL Swap Contract will have a maturity date of the Distribution
Date in October 2044 (the same date as the Rated Final Distribution Date of the
Class A-2PFL Certificates) or earlier if the Certificate Balance of the Class
A-2PFL Regular Interest is reduced to zero prior to such date. The Class A-MFL
Swap Contract will have a maturity date of the Distribution Date in October
2044 (the same date as the Rated Final Distribution Date of the Class A-MFL
Certificates) or earlier if the Certificate Balance of the Class A-MFL Regular
Interest is reduced to zero prior to such date. The Trustee will make available
to the related Swap Counterparty the Distribution Date Statement, which
statement will include LIBOR applicable to the related Interest Accrual Period
and the fixed rate amount payable by the Trust Fund (including any shortfall in
the regular fixed rate payment attributable to the Class A-2PFL Regular
Interest and the Class A-MFL Regular Interest, as applicable), as well as any
Yield Maintenance Charges payable to the related Swap Counterparty. See
"DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement.
The Trustee will also calculate the amounts, if any, due from or payable to the
related Swap Counterparty under the related Swap Contract.
The Trustee may make withdrawals from a Floating Rate Account only for the
following purposes: (i) with regard to the Class A-2PFL Floating Rate Account,
to distribute to the holders of the Class A-2PFL Certificates the Class A-2PFL
Available Funds for any Distribution Date and with regard to the Class A-MFL
Floating Rate Account, to distribute to the holders of the Class A-MFL
Certificates the Class A-MFL Available Funds for any Distribution Date; (ii) to
withdraw any amount deposited into the related Floating Rate Account that was
not required to be deposited in such account; (iii) to pay any regularly
scheduled payments required to be paid to the related Swap Counterparty under
the related Swap Contract in accordance with the Pooling and Servicing
Agreement; and (iv) to clear and terminate the account pursuant to the terms of
the Pooling and Servicing Agreement.
For purposes hereof, "Class A-2PFL Available Funds" will equal the sum of
(i) the total amount of all principal and/or interest distributions on or in
respect of the Class A-2PFL Regular Interest with respect to such Distribution
Date and (ii) the amounts, if any, received from the Class A-2PFL Swap
Counterparty pursuant to the Class A-2PFL Swap Contract, less, (iii) with
respect to interest distributions, the regularly scheduled interest payment
required to be paid to the Class A-2PFL Swap Counterparty pursuant to the Class
A-2PFL Swap Contract for such Distribution Date.
The "Class A-2PFL Interest Distribution Amount" means, with respect to any
Distribution Date, an amount equal to the sum of (i) amounts in respect of
interest received on the Class A-2PFL Regular Interest for such Distribution
Date and (ii) the amount required to be paid to the Trust Fund by the Class
A-2PFL Swap Counterparty under the Class A-2PFL Swap Contract, less (iii) the
regularly scheduled interest payment required to be paid to the Class A-2PFL
Swap Counterparty by the Trust Fund under the Class A-2PFL Swap Contract. The
"Class A-2PFL Principal Distribution Amount" means, with respect to any
Distribution Date, the amount of principal allocated to the Class A-2PFL
Regular Interest as described under "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this prospectus supplement.
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For purposes hereof, "Class A-MFL Available Funds" will equal the sum of
(i) the total amount of all principal and/or interest distributions on or in
respect of the Class A-MFL Regular Interest with respect to such Distribution
Date and (ii) the amounts, if any, received from the Swap Counterparty pursuant
to the Swap Contract, less, (iii) with respect to interest distributions, the
regularly scheduled interest payment required to be paid to the Swap
Counterparty pursuant to the Swap Contract for such Distribution Date.
The "Class A-MFL Interest Distribution Amount" means, with respect to any
Distribution Date, an amount equal to the sum of (i) amounts in respect of
interest received on the Class A-MFL Regular Interest for such Distribution
Date and (ii) the amount required to be paid to the Trust Fund by the Swap
Counterparty under the Swap Contract, less (iii) the regularly scheduled
interest payment required to be paid to the Swap Counterparty by the Trust Fund
under the Swap Contract. The "Class A-MFL Principal Distribution Amount" means,
with respect to any Distribution Date, the amount of principal allocated to the
Class A-MFL Regular Interest as described under "DESCRIPTION OF THE
CERTIFICATES--Distributions".
THE SWAP CONTRACTS
The Swap Contracts will provide that, so long as the related Swap Contract
is in effect and there is no continuing payment default by the Swap
Counterparty, (a) on each Distribution Date, commencing in November 2005, the
Trustee will pay or cause to be paid to the Swap Counterparty (i) any Yield
Maintenance Charges in respect of the Class A-2PFL Regular Interest and the
Class A-MFL Regular Interest for the related Distribution Date and (ii) one
month's interest at the Pass-Through Rate applicable to the Class A-2PFL
Regular Interest and the Class A-MFL Regular Interest accrued for the related
Interest Accrual Period on the Certificate Balance of the Class A-2PFL
Certificates and the Class A-MFL Certificates, respectively, and (b) on the
Business Day prior to each Distribution Date, commencing in November 2005, the
related Swap Counterparty will pay to the Trustee, for the benefit of the Class
A-2PFL Certificateholders and the Class A-MFL Certificateholders, one month's
interest at the Pass-Through Rate applicable to the Class A-2PFL Certificates
and the Class A-MFL Certificates accrued for the related Interest Accrual
Period on the Certificate Balance of the Class A-2PFL Certificates and the
Class A-MFL Certificates, respectively.
Such payments will be made on a net basis. In addition, the Class A-MFL
Swap Contract and the Pooling and Servicing Agreement will each provide that
if, on the Distribution Date in September 2015, the related Certificates remain
outstanding and the related Swap Contract is in effect, then on each subsequent
Distribution Date until such time as (i) the Class A-MFL Certificates are no
longer outstanding or (ii) the Pass-Through Rate applicable to the Class A-MFL
Certificates converts to a fixed rate, the Trustee will pay or cause to be paid
to the Swap Counterparty an amount up to the amount equal to the product of (x)
the Class X-C Pass-Through Rate Reduction Percentage and (y) the then-Notional
Amount of the Class X-C Certificates (the "Additional Swap Contract Payments").
On any Distribution Date for which the funds allocated to payment of
amounts in respect of interest received on the Class A-2PFL Regular Interest or
the Class A-MFL Regular Interest, as the case may be, are insufficient to pay
all amounts (other than any Additional Swap Contract Payments) due to the
related Swap Counterparty under the related Swap Contract for such Distribution
Date, the amounts payable by the related Swap Counterparty to the Trust Fund
under the related Swap Contract will be reduced, on a dollar for dollar basis,
by the amount of such shortfall, and holders of the Class A-2PFL Certificates
and the Class A-MFL Certificates, as the case may be, will experience a
shortfall in their anticipated yield.
If the related Swap Counterparty's long term rating is not at least equal
to the required ratings levels set forth in the related Swap Contract (a
"Rating Agency Trigger Event"), the related Swap Counterparty will be required
to post collateral or find a replacement Swap Counterparty that would not cause
another Rating Agency Trigger Event. In the event that the related Swap
Counterparty fails to either post acceptable collateral, fails to find an
acceptable replacement swap counterparty under a Rating Agency Trigger Event,
fails to make a payment to the Trust Fund required under the related Swap
Contract or an early termination date is designated under the related Swap
Contract with respect to which the related Swap Counterparty is the defaulting
party or the sole affected party in accordance with its terms (each
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such event, a "Swap Default"), then the Trustee will be required to take such
actions (following the expiration of any applicable grace period), subject to
the Trustee's determination that the costs of such action will be reimbursed,
unless otherwise directed in writing by the holders of 25%, by Certificate
Balance, of the Class A-2PFL Certificates or the Class A-MFL Certificates, as
the case may be, to enforce the rights of the Trust Fund under the related Swap
Contract as may be permitted by the terms of the related Swap Contract and use
any termination payments, if any, received from the related Swap Counterparty
(as described in this prospectus supplement) to enter into a replacement
interest rate swap contract on substantially identical terms. If the costs
attributable to entering into a replacement interest rate swap contract would
exceed the net proceeds of the liquidation of the related Swap Contract, a
replacement interest rate swap contract will not be entered into and any such
proceeds will instead be distributed to the holders of the Class A-2PFL
Certificates or the Class A-MFL Certificates, as the case may be. To the extent
not otherwise set forth in the Pooling and Servicing Agreement, any termination
payment payable by the Trust Fund to the related Swap Counterparty will be
limited (i) to the extent of any payment made by a replacement swap
counterparty to the Trust Fund in consideration for entering into such
replacement swap contract, if any (less any costs and expenses incurred by the
Trust Fund in connection with entering into such replacement swap contract),
and (ii) to amounts designated therefore out of the related Floating Rate
Account in accordance with the Pooling and Serving Agreement.
The related Swap Contract provides the related Swap Counterparty with the
ability to terminate such Swap Contract upon various events of default and
termination events specified in such Swap Contract, including any failure by
the Trustee to perform or comply with any provisions under the Pooling and
Servicing Agreement (beyond any applicable grace periods therein).
Any conversion to distributions equal to distributions on the Class A-2PFL
Regular Interest or the Class A-MFL Regular Interest, as the case may be,
pursuant to a Swap Default will become permanent following the determination by
either the Trustee or the holders of 25% of the applicable Class of
Certificates not to enter into a replacement interest rate swap contract and
distribution of any termination payments to the holders of such Class of
Certificates. Any such Swap Default and the consequent conversion to
distributions equal to distributions on such Class A-2PFL Regular Interest or
Class A-MFL Regular Interest, as the case may be, will not constitute a default
under the Pooling and Servicing Agreement. Any such conversion to distributions
equal to distributions on Class A-2PFL Regular Interest or the Class A-MFL
Regular Interest, might result in a temporary delay of payment of the
distributions to the holders of the Class A-2PFL Certificates and the Class
A-MFL Certificates, respectively, if notice of the resulting change in payment
terms of the Certificates is not given to DTC within the time frame in advance
of the Distribution Date that DTC requires to modify the payment.
The Trustee will have no obligation on behalf of the Trust Fund to pay or
cause to be paid to the related Swap Counterparty any portion of the amounts
due to the related Swap Counterparty under the related Swap Contract for any
Distribution Date unless and until the related interest payment on the Class
A-2PFL Regular Interest and the Class A-MFL Regular Interest, as the case may
be, for such Distribution Date is actually received by the Trustee.
THE CLASS A-2PFL AND CLASS A-MFL SWAP COUNTERPARTY
Wachovia Bank, National Association (the "Bank") is the Class A-2PFL Swap
Counterparty and the Class A-MFL Swap Counterparty under the Class A-2PFL Swap
Contract and the Class A-MFL Swap Contract. The Bank is also one of the
Mortgage Loan Sellers and the Master Servicer, is an affiliate of Wachovia
Commercial Mortgage Securities, Inc., which is the Depositor, and is an
affiliate of Wachovia Capital Markets, LLC, which is an Underwriter.
The Bank is a subsidiary of Wachovia Corporation, whose principal office
is located in Charlotte, North Carolina. Wachovia Corporation is the fourth
largest bank holding company in the United States based on approximately $512
billion in total assets as of June 30, 2005.
The Bank is a national banking association with its principal office in
Charlotte, North Carolina and is subject to examination and primary regulation
by the Office of the Comptroller of the Currency of the United States. The Bank
is a commercial bank offering a wide range of banking, trust and other services
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to its customers. As of March 31, 2005, the Bank had total assets of
approximately $455 billion, total net loans of approximately $239 billion,
total deposits of approximately $307 billion and equity capital of
approximately $47 billion.
The Bank submits quarterly to the Federal Deposit Insurance Corporation
(the "FDIC") a "Consolidated Report of Condition and Income for a Bank With
Domestic and Foreign Offices" (each, a "Call Report", and collectively, the
"Call Reports"). The publicly available portions of the Call Reports with
respect to the Bank (and its predecessor banks) are on file with the FDIC, and
copies of such portions of the Call Reports may be obtained from the FDIC,
Public Information Center, 801 17th Street, NW, Room 100, Washington, DC 20434,
(877) 275-3342, at prescribed rates. In addition, such portions of the Call
Reports are available to the public free of charge at the FDIC's web site at
http://www.fdic.gov.
Wachovia Corporation is subject to the information requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such documents
can be read and copied at the Commission's public reference room in Washington,
D.C. Please call the Commission at 1-800-SEC-0330 for further information on
the public reference rooms. In addition, such documents are available to the
public free of charge at the SEC's web site at http://www.sec.gov. Reports,
documents and other information about Wachovia Corporation also can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York.
The information contained in this section relates to and has been obtained
from the Bank. The information concerning the Bank contained herein is
furnished solely to provide limited introductory information regarding the Bank
and does not purport to be comprehensive. Such information regarding the Bank
is qualified in its entirety by the detailed information appearing in the
documents referenced above.
The delivery of this prospectus supplement shall not create any
implication that there has been no change in the affairs of the Bank since the
date of this prospectus supplement, or that the information contained in this
section is correct as of any time subsequent to its date.
THE SWAP CONTRACTS ARE OBLIGATIONS OF THE BANK AND ARE NOT OBLIGATIONS OF
WACHOVIA CORPORATION. NO BANKING OR OTHER AFFILIATE CONTROLLED BY WACHOVIA
CORPORATION, EXCEPT THE BANK, IS OBLIGATED TO MAKE PAYMENTS UNDER THE SWAP
CONTRACTS.
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YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any Offered Certificate will depend on, among other
things, (a) the price at which such Certificate is purchased by an investor and
(b) the rate, timing and amount of distributions on such Certificate. The rate,
timing and amount of distributions on any Offered Certificate will in turn
depend on, among other things, (i) the Pass-Through Rate for such Certificate,
(ii) the rate and timing of principal payments (including principal
prepayments) and other principal collections on the Mortgage Loans and the
extent to which such amounts are to be applied in reduction of the Certificate
Balance, (iii) the rate, timing and severity of Realized Losses and Additional
Trust Fund Expenses and the extent to which such losses and expenses are
allocable in reduction of the Certificate Balance, and (iv) the timing and
severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to
which such shortfalls allocable are in reduction of the Distributable
Certificate Interest payable on the related Class. In addition, the yield to
investors in the Class A-2PFL Certificates and the Class A-MFL Certificates
will be highly sensitive to changes in LIBOR such that decreasing levels of
LIBOR will have a negative impact on the yield to investors in such Class of
Certificates. See "RISK FACTORS--The Offered Certificates--Sensitivity to LIBOR
and Yield Considerations" and "DESCRIPTION OF THE SWAP CONTRACTS" in this
prospectus supplement.
Rate and Timing of Principal Payment. The yield to holders of any Offered
Certificates purchased at a discount or premium will be affected by the rate
and timing of principal payments made in reduction of the Certificate Balance
of any Class of Sequential Pay Certificates. As described in this prospectus
supplement, the Loan Group 1 Principal Distribution Amount (and, after the
Class A-1A Certificates have been retired, any remaining Loan Group 2 Principal
Distribution Amount) for each Distribution Date will generally be distributable
first to reduce the Certificate Balance of the Class A-PB Certificates to the
Class A-PB Planned Principal Balance, then to the Class A-1 Certificates until
the Certificate Balance thereof has been reduced to zero, then, to the Class
A-2PFL Regular Interest (except with respect to distributions of principal
attributable to prepayments on the Mortgage Loans collected prior to the
Distribution Date in June 2010, which distributions will be allocated first to
the Class A-2C Certificates until their Certificate Balance is reduced to zero,
and only then to the Class A-2PFL Regular Interest) until the Certificate
Balance thereof is reduced to zero, then, to the Class A-2C Certificates until
the Certificate Balance thereof is reduced to zero, then, to the Class A-3
Certificates until the Certificate Balance thereof is reduced to zero, then, to
the Class A-PB Certificates until the Certificate Balance thereof is reduced to
zero and then to the Class A-4 Certificates until the Certificate Balance
thereof is reduced to zero. The Loan Group 2 Principal Distribution Amount
(and, after the Class A-4 Certificates have been retired, any remaining Loan
Group 1 Principal Distribution Amount) for each Distribution Date will
generally be distributable first to the Class A-1A Certificates. After those
distributions, the remaining Principal Distribution Amount with respect to the
Mortgage Pool will generally be distributable entirely in respect of Class
A-MFL Regular Interest and the Class A-MFX Certificates, pro rata, and then to
the Class A-J Certificates, Class B Certificates, Class C Certificates and
Class D Certificates and then to the Non-Offered Certificates (other than the
Class X Certificates), in that order, in each case until the Certificate
Balance of such Class of Certificates or Regular Interest is reduced to zero.
Consequently, the rate and timing of principal payments that are distributed or
otherwise result in reduction of the Certificate Balance of any Class of
Offered Certificates, will be directly related to the rate and timing of
principal payments on or in respect of the Mortgage Loans, which will in turn
be affected by the amortization schedules thereof, the dates on which Balloon
Payments are due, any extension of maturity dates by the Master Servicer, the
2005-C20 Master Servicer, the Special Servicer or the 2005-C20 Special
Servicer, as the case may be, and the rate and timing of principal prepayments
and other unscheduled collections thereon (including for this purpose,
collections made in connection with liquidations of Mortgage Loans due to
defaults, casualties or condemnations affecting the Mortgaged Properties, or
purchases of Mortgage Loans out of the Trust Fund). Furthermore, because the
amount of principal that will be distributed to the Class A-1 Certificates,
Class A-2C Certificates, Class A-3 Certificates, Class A-PB Certificates, Class
A-4 Certificates and Class A-1A Certificates and the Class A-2PFL Regular
Interest will generally be based upon the particular Loan Group that the
related Mortgage Loan is deemed to be in, the yield on the Class A-1
Certificates, Class A-2C Certificates, Class A-3 Certificates,
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Class A-PB Certificates, Class A-4 Certificates and Class A-1A Certificates and
the Class A-2PFL Regular Interest will be particularly sensitive to prepayments
on Mortgage Loans in Loan Group 1 and the yield on the Class A-1A Certificates
will be particularly sensitive to prepayments on Mortgage Loans in Loan Group
2. In addition, the yield on the Class A-2C Certificates will be particularly
sensitive to prepayments on the Mortgage Loans since any such principal that
would otherwise be allocable to the Class A-2PFL Regular Interest prior to the
Distribution Date in June 2010 will be applied first to the Class A-2C
Certificates until their Certificate Balance is reduced to zero and only then
to the Class A-2PFL Regular Interest. With respect to the Class A-PB
Certificates, the extent to which the planned balances are achieved and the
sensitivity of the Class A-PB Certificates to principal prepayments on the
Mortgage Loans will depend in part on the period of time during which the Class
A-1 Certificates, Class A-2C Certificates, Class A-3 Certificates and Class
A-1A Certificates and the Class A-2PFL Regular Interest remain outstanding. In
particular, once such Classes of Certificates are no longer outstanding, any
remaining portion on any Distribution Date of the Loan Group 1 Principal
Distribution Amount and/or Loan Group 2 Principal Distribution Amount, as
applicable, will be distributed on the Class A-PB Certificates until the
Certificate Balance of the Class A-PB Certificates is reduced to zero.
Accordingly, the Class A-PB Certificates will become more sensitive to the rate
of prepayments on the Mortgage Loans than they were when the Class A-1
Certificates, Class A-2C Certificates, Class A-3 Certificates and Class A-1A
Certificates and the Class A-2PFL Regular Interest were outstanding. In
addition, although the borrowers under ARD Loans may have certain incentives to
repay ARD Loans on their Anticipated Repayment Dates, there can be no assurance
that the related borrowers will be able to repay the ARD Loans on their
Anticipated Repayment Date. The failure of a borrower to repay the ARD Loans on
their Anticipated Repayment Dates will not be an event of default under the
terms of the ARD Loans, and pursuant to the terms of the Pooling and Servicing
Agreement, neither the Master Servicer nor the Special Servicer will be
permitted to take any enforcement action with respect to a borrower's failure
to pay Additional Interest or principal in excess of the principal component of
the constant Periodic Payment, other than requests for collection, until the
scheduled maturity of the ARD Loans; provided, that the Master Servicer or the
Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply Excess Cash Flow to principal in accordance with the
terms of the related Mortgage Loan documents.
In addition, if the Master Servicer or the Trustee, as applicable,
reimburses itself out of general collections on the Mortgage Pool for any
Advance that it or the Special Servicer has determined is not recoverable out
of collections on the related Mortgage Loan, then that Advance (together with
accrued interest thereon) will be deemed, to the fullest extent permitted, to
be reimbursed first out of the Principal Distribution Amount otherwise
distributable on the Certificates (prior to being deemed reimbursed out of
payments and other collections of interest on the underlying Mortgage Loans
otherwise distributable on the Certificates), thereby reducing the Principal
Distribution Amount of the Offered Certificates. Any such reduction in the
amount distributed as principal of the Certificates may adversely affect the
weighted average lives and yields to maturity of one or more Classes of
Certificates and, after a Final Recovery Determination has been made, will
create Realized Losses.
Prepayments and, assuming the respective stated maturity dates therefor
have not occurred, liquidations and purchases of the Mortgage Loans, will
result in distributions on the Certificates of amounts that would otherwise be
distributed over the remaining terms of the Mortgage Loans. Defaults on the
Mortgage Loans, particularly at or near their stated maturity dates, may result
in significant delays in payments of principal on the Mortgage Loans (and,
accordingly, on the Offered Certificates that are Sequential Pay Certificates)
while work-outs are negotiated or foreclosures are completed. See "SERVICING OF
THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this prospectus
supplement and "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Realization
Upon Defaulted Mortgage Loans" and "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND
LEASES--Foreclosure" in the accompanying prospectus.
The extent to which the yield to maturity of any Class of Offered
Certificates may vary from the anticipated yield will depend upon the degree to
which such Certificates are purchased at a discount or premium and when, and to
what degree, payments of principal on the Mortgage Loans (and which of the Loan
Groups such Mortgage Loan is deemed to be in) with respect to the Class A-1
Certificates, Class
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A-2C Certificates, Class A-3 Certificates, Class A-PB Certificates, Class A-4
Certificates and Class A-1A Certificates and the Class A-2PFL Regular Interest
in turn are distributed or otherwise result in reduction of the Certificate
Balance of such Certificates. An investor should consider, in the case of any
Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans could result in an
actual yield to such investor that is lower than the anticipated yield and, in
the case of any Offered Certificate purchased at a premium, the risk that a
faster than anticipated rate of principal payments could result in an actual
yield to such investor that is lower than the anticipated yield. In general,
the earlier a payment of principal on the Mortgage Loans is distributed to or
otherwise results in reduction of the principal balance of an Offered
Certificate purchased at a discount or premium, the greater will be the effect
on an investor's yield to maturity. As a result, the effect on an investor's
yield of principal payments on the Mortgage Loans and in particular in the case
of the Class A-1A Certificates, on the Mortgage Loans in Loan Group 2 occurring
at a rate higher (or lower) than the rate anticipated by the investor during
any particular period would not be fully offset by a subsequent like reduction
(or increase) in the rate of such principal payments. Because the rate of
principal payments on the Mortgage Loans will depend on future events and a
variety of factors (as described more fully below), no assurance can be given
as to such rate or the rate of principal prepayments in particular. The
Depositor is not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large
group of mortgage loans comparable to the Mortgage Loans.
Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which such holders are required to bear the
effects of any losses or shortfalls on the Mortgage Loans. Losses and other
shortfalls on the Mortgage Loans will, with the exception of any Net Aggregate
Prepayment Interest Shortfalls, generally be borne by the holders of the
respective Classes of Sequential Pay Certificates, and, correspondingly, the
Class A-2PFL Regular Interest and Class A-MFL Regular Interest (other than the
Class A-1 Certificates, Class A-2C Certificates, Class A-3 Certificates, Class
A-PB Certificates, Class A-4 Certificates and Class A-1A Certificates and the
Class A-2PFL Regular Interest, which share such losses and shortfalls, pro
rata) to the extent of amounts otherwise distributable in respect of such
Certificates, in reverse order of payment priority. Realized Losses and
Additional Trust Fund Expenses will be allocated, as and to the extent
described in this prospectus supplement, to the holders of the respective
Classes of Sequential Pay Certificates, and, correspondingly, the Class A-2PFL
Regular Interest (other than the Class A-1 Certificates, Class A-2C
Certificates, Class A-3 Certificates, Class A-PB Certificates, Class A-4
Certificates and Class A-1A Certificates) (in reduction of the Certificate
Balance of each such Class), in reverse payment priorities. In the event of a
reduction of the Certificate Balances of all such Classes of Certificates, such
losses and shortfalls will then be borne, pro rata, by the Class A-1
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class A-PB
Certificates, Class A-4 Certificates and Class A-1A Certificates and the Class
A-2PFL Regular Interest (and the Class X Certificates with respect to
shortfalls of interest). As more fully described under "DESCRIPTION OF THE
CERTIFICATES--Distributions--Distributable Certificate Interest" in this
prospectus supplement, Net Aggregate Prepayment Interest Shortfalls will
generally be borne by the respective Classes of REMIC Regular Certificates
(other than the Class X Certificates) on a pro rata basis. In addition,
although losses will not be directly allocated to the Class A-2PFL
Certificates, losses allocated to the Class A-2PFL Regular Interest will result
in a corresponding reduction of the Certificate Balance of the Class A-2PFL
Certificates. Similarly, although losses will not be directly allocated to the
Class A-MFL Certificates, losses allocated to the Class A-MFL Regular Interest
will result in a corresponding reduction of the Certificate Balance of the
Class A-MFL Certificates.
Pass-Through Rate. The yield on the Class A-4, Class A-1A, Class A-MFX,
Class A-J, Class B, Class C and Class D Certificates could be adversely
affected if Mortgage Loans with higher interest rates pay faster than Mortgage
Loans with lower interest rates since these Classes bear interest at a rate
limited by, based upon, or equal to, the Weighted Average Net Mortgage Rate of
the Mortgage Loans.
Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the Mortgage Loans may be affected by a
number of factors, including, without limitation, prevailing interest rates,
the terms of the Mortgage Loans (for example, due-on-sale clauses, Lockout
Periods, provisions requiring the payment of Prepayment Premiums, Yield
Maintenance Charges and amortization terms that require Balloon Payments), the
demographics and relative economic vitality of
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the areas in which the Mortgaged Properties are located and the general supply
and demand for rental units, hotel/motel guest rooms, health care facility
beds, mobile home park pads or comparable commercial space, as applicable, in
such areas, the quality of management of the Mortgaged Properties, the
servicing of the Mortgage Loans, possible changes in tax laws and other
opportunities for investment. See "RISK FACTORS--The Mortgage Loans,"
"--Prepayments Will Affect Your Yield" and "DESCRIPTION OF THE MORTGAGE POOL"
in this prospectus supplement and "YIELD CONSIDERATIONS--Prepayment
Considerations" in the accompanying prospectus.
The rate of prepayment on the Mortgage Pool is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
interest rate, the related borrower may have an incentive to refinance its
mortgage loan. As of the Cut-Off Date, all of the Mortgage Loans may be prepaid
at any time after the expiration of any applicable Lockout Period, (or, in the
case of Mortgage Loans without Lockout Periods, at any time) subject, in some
cases, to the payment of a Prepayment Premium or a Yield Maintenance Charge. A
requirement that a prepayment be accompanied by a Prepayment Premium or Yield
Maintenance Charge may not provide a sufficient economic disincentive to deter
a borrower from refinancing at a more favorable interest rate.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell or
refinance Mortgaged Properties in order to realize their equity therein, to
meet cash flow needs or to make other investments. In addition, some borrowers
may be motivated by federal and state tax laws (which are subject to change) to
sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits.
The Depositor makes no representation as to the particular factors that
will affect the rate and timing of prepayments and defaults on the Mortgage
Loans, as to the relative importance of such factors, as to the percentage of
the principal balance of the Mortgage Loans that will be prepaid or as to
whether a default will have occurred as of any date or as to the overall rate
of prepayment or default on the Mortgage Loans.
Delay in Payment of Distributions. Because monthly distributions will not
be made to Certificateholders until a date that is scheduled to be up to 15
days following the Due Dates for the Mortgage Loans during the related
Collection Period, the effective yield to the holders of the Offered
Certificates (other than the Class A-MFL Certificates) will be lower than the
yield that would otherwise be produced by the applicable Pass-Through Rates and
purchase prices (assuming such prices did not account for such delay).
Unpaid Distributable Certificate Interest. As described under "DESCRIPTION
OF THE CERTIFICATES--Distributions--Application of the Available Distribution
Amount" in this prospectus supplement, if the portion of the Available
Distribution Amount distributable in respect of interest on any Class of
Offered Certificates, Class A-2PFL Regular Interest or the Class A-MFL Regular
Interest on any Distribution Date is less than the Distributable Certificate
Interest then payable for such Class of Certificates, Class A-2PFL Regular
Interest or the Class A-MFL Regular Interest, as applicable, the shortfall will
be distributable to holders of such Class of Certificates, Class A-2PFL Regular
Interest or the Class A-MFL Regular Interest, as applicable, on subsequent
Distribution Dates, to the extent of available funds. Any such shortfall will
not bear interest, however, and will therefore negatively affect the yield to
maturity of such Class of Certificates for so long as it is outstanding. Any
such shortfall distributed to the Class A-2PFL Regular Interest, will be
distributed to the holders of the Class A-2PFL Certificates, to the extent such
shortfall is not otherwise payable to the Class A-2PFL Swap Counterparty
pursuant to the Class A-2PFL Swap Contract. Similarly, any such shortfall
distributed to the Class A-MFL Regular Interest, will be distributed to the
holders of the Class A-MFL Certificates, to the extent such shortfall is not
otherwise payable to the Class A-MFL Swap Counterparty pursuant to the Class
A-MFL Swap Contract.
Optional Termination. Any optional termination of the Trust Fund would
have an effect similar to a prepayment in full of the Mortgage Loans (without,
however, the payment of any Prepayment Premiums or Yield Maintenance Charges)
and, as a result, investors in any Certificates purchased at a premium might
not fully recoup their initial investment. See "DESCRIPTION OF THE
CERTIFICATES--Termination" in this prospectus supplement.
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WEIGHTED AVERAGE LIFE
The weighted average life of any Class A-1 Certificates, Class A-2PFL
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class A-PB
Certificates, Class A-4 Certificates, Class A-1A Certificates, Class A-MFL
Certificates, Class A-MFX Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates and Class D Certificate refers to the
average amount of time that will elapse from the assumed Closing Date until
each dollar allocable to principal of such Certificate is distributed to the
investor. The weighted average life of any such Offered Certificate will be
influenced by, among other things, the rate at which principal on the Mortgage
Loans is paid or otherwise collected or advanced and applied to pay principal
of such Offered Certificate, which may be in the form of scheduled
amortization, voluntary prepayments, insurance and condemnation proceeds and
liquidation proceeds, voluntary prepayments, insurance and condemnation
proceeds and liquidation proceeds. As described in this prospectus supplement,
the Loan Group 1 Principal Distribution Amount (and, after the Class A-1A
Certificates have been retired, any remaining Loan Group 2 Principal
Distribution Amount) for each Distribution Date will generally be distributable
first to reduce the Certificate Balance of the Class A-PB Certificates to the
Class A-PB Planned Principal Balance, then to the Class A-1 Certificates until
the Certificate Balance thereof is reduced to zero, then, to the Class A-2PFL
Regular Interest until the Certificate Balance thereof is reduced to zero,
(except that with respect to distributions of principal attributable to
prepayments on the Mortgage Loans prior to the Distribution Date in June 2010
and otherwise allocable to the Class A-2PFL Regular Interest, such
distributions will be allocated first to the Class A-2C Certificates until
their Certificate Balance is reduced to zero, and only then to the Class A-2PFL
Regular Interest) then, to the Class A-3 Certificates until the Certificate
Balance thereof are reduced to zero, then, to the Class A-PB Certificates,
until the Certificate Balance thereof is reduced to zero, then, to the Class
A-4 Certificates until the Certificate Balance thereof is reduced to zero, and
then, to the Class A-1A Certificates until the Certificate Balance thereof is
reduced to zero. The Loan Group 2 Principal Distribution Amount (and, after the
Class A-4 Certificates have been retired, any remaining Loan Group 1 Principal
Distribution Amount) for each Distribution Date will generally be distributable
first to the Class A-1A Certificates. After those distributions, the remaining
Principal Distribution Amount with respect to the Mortgage Pool will generally
be distributable entirely in respect of the Class A-MFL Regular Interest and
the Class A-MFX Certificates, pro rata, and then to the Class A-J Certificates,
the Class B Certificates, the Class C Certificates and the Class D Certificates
in that order, in each case until the Certificate Balance of such Class of
Certificates is reduced to zero. A reduction in the Certificate Balance of the
Class A-2PFL Regular Interest or the Class A-MFL Regular Interest will result
in a corresponding reduction of the Class A-2PFL Certificates and the Class
A-MFL Certificates.
The tables below indicate the percentage of the initial Certificate
Balance of each Class of Offered Certificates that would be outstanding after
each of the dates shown and the corresponding weighted average life of each
such Class of Offered Certificates. To the extent that the Mortgage Loans or
the Certificates have characteristics that differ from those assumed in
preparing the tables, the Class A-1 Certificates, Class A-2PFL Certificates,
Class A-2C Certificates, Class A-3 Certificates, Class A-PB Certificates, Class
A-4 Certificates, Class A-1A Certificates, Class A-MFL Certificates, Class
A-MFX Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates and Class D Certificates may mature earlier or later than
indicated by the tables. With respect to the Class A-PB Certificates, although
based on the Table Assumptions (as defined below), the Certificate Balance of
the Class A-PB Certificates on each Distribution Date would be reduced to the
Class A-PB Planned Principal Amount for such Distribution Date, there is no
assurance that the Mortgage Loans will perform in conformity with the Table
Assumptions. Therefore, there can be no assurance that the Certificate Balance
of the Class A-PB Certificates on any Distribution Date will be equal to the
balance that is specified for such Distribution Date in the table. In
particular, once the Certificate Balances of the Class A-1A Certificates, Class
A-1 Certificates, Class A-2PFL, Class A-2C Certificates and Class A-3
Certificates have been reduced to zero, any remaining portion on any
Distribution Date of the Loan Group 1 Principal Distribution Amount and/or Loan
Group 2 Principal Distribution Amount, as applicable, will be distributed on
the Class A-PB Certificates until the Certificate Balance of the Class A-PB
Certificates is reduced to zero. Accordingly, the Mortgage Loans will not
prepay at any constant rate nor will the Mortgage Loans prepay at the same
rate, and it is highly unlikely that the Mortgage Loans will prepay in a manner
consistent with the
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assumptions described above. In addition, variations in the actual prepayment
experience and in the balance of the Mortgage Loans that actually prepay may
increase or decrease the percentages of initial Certificate Balances (and
shorten or extend the weighted average lives) shown in the following tables.
Investors are urged to conduct their own analyses of the rates at which the
Mortgage Loans may be expected to prepay.
Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this prospectus supplement is the "Constant Prepayment
Rate" or "CPR" model. The CPR model represents an assumed constant annual rate
of prepayment each month, expressed as a per annum percentage of the then
scheduled principal balance of the pool of mortgage loans. As used in the
tables set forth below, the column headed "0% CPR" assumes that none of the
Mortgage Loans is prepaid in whole or in part before maturity or the
Anticipated Repayment Date, as the case may be. The columns headed "25% CPR",
"50% CPR", "75% CPR" and "100% CPR", respectively, assume that prepayments are
made each month at those levels of CPR on the Mortgage Loans that are eligible
for prepayment under the Table Assumptions set forth in the next paragraph
(each such scenario, a "Scenario"). There is no assurance, however, that
prepayments on the Mortgage Loans will conform to any level of CPR, and no
representation is made that the Mortgage Loans will prepay at the levels of CPR
shown or at any other prepayment rate.
The tables below were derived from calculations based on the following
assumptions (the "Table Assumptions"): (i) no Mortgage Loan prepays during any
applicable Lockout Period or any period during which Defeasance Collateral is
permitted or required to be pledged or any period during which a yield
maintenance charge is required (otherwise, in the case of each table, each
Mortgage Loan is assumed to prepay at the indicated level of CPR, with each
prepayment being applied on the first day of the applicable month in which it
is assumed to be received), (ii) the Pass-Through Rates and initial Certificate
Balances of the respective Classes of Sequential Pay Certificates are as
described in this prospectus supplement, (iii) there are no delinquencies or
defaults with respect to, and no modifications, waivers or amendments of the
terms of, the Mortgage Loans, (iv) there are no Realized Losses, Additional
Trust Fund Expenses or Appraisal Reduction Amounts with respect to the Mortgage
Loans or the Trust Fund, (v) scheduled interest and principal payments on the
Mortgage Loans are timely received, (vi) ARD Loans pay in full on their
Anticipated Repayment Dates, (vii) all Mortgage Loans have Due Dates on the
first day of each month and accrue interest on the respective basis described
in this prospectus supplement (for example, a 30/360 basis or an Actual/360
basis), (viii) all prepayments are accompanied by a full month's interest and
there are no Prepayment Interest Shortfalls, (ix) there are no breaches of the
Mortgage Loan Seller's representations and warranties regarding its Mortgage
Loans, (x) all applicable Prepayment Premiums and Yield Maintenance Charges are
collected, (xi) no party entitled thereto exercises its right of optional
termination of the Trust Fund and no party entitled thereto will exercise its
option to purchase any Mortgage Loan from the Trust Fund described in this
prospectus supplement, (xii) the borrowers under any Mortgage Loans which
permit the borrower to choose between defeasance or a yield maintenance charge
choose to be subject to a yield maintenance charge, (xiii) distributions on the
Certificates are made on the 15th day (each assumed to be a business day) of
each month, commencing in November 2005, (xiv) the Closing Date for the sale of
the Offered Certificates is October 27, 2005, and (xv) neither Swap Contract is
subject to a Swap Default.
The tables set forth below (except for the last two tables which are
labeled "Discount Margins for the Class A-2PFL Certificates" and "Discount
Margins for the Class A-MFL Certificates") indicate the resulting weighted
average lives of each Class of Offered Certificates and set forth the
percentages of the initial Certificate Balance of such Class of Offered
Certificates that would be outstanding after each of the dates shown in each
case assuming the indicated level of CPR. The last two tables, which are
labeled "Discount Margins for the Class A-2PFL Certificates" and "Discount
Margins for the Class A-MFL Certificates" show the discount margins for the
Class A-2PFL Certificates and Class A-MFL Certificates. For purposes of the
following tables, the weighted average life of an Offered Certificate is
determined by (i) multiplying the amount of each principal distribution thereon
by the number of years from the assumed Closing Date of such Certificates to
the related Distribution Date, (ii) summing the results and (iii) dividing the
sum by the aggregate amount of the reductions in the principal balance of such
Certificates.
S-294
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-1
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 87 87 87 87 87
10/15/07 ................ 69 69 69 69 69
10/15/08 ................ 48 48 48 48 48
10/15/09 ................ 18 17 14 11 0
10/15/10 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 2.70 2.68 2.66 2.65 2.62
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-2PFL
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 4.76 4.76 4.76 4.76 4.61
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-2C
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 94
10/15/10 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 4.95 4.90 4.84 4.74 4.42
S-295
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-3
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 100 100 100 100 100
10/15/12 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 6.82 6.81 6.79 6.77 6.58
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-PB
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 82 82 82 82 82
10/15/12 ................ 61 61 61 61 61
10/15/13 ................ 39 39 39 39 39
10/15/14 ................ 16 16 16 16 16
10/15/15 ................ 0 0 0 0 0
- -------------------------- --- --- --- --- ---
Weighted Average Life (in
years) ................. 7.46 7.46 7.45 7.45 7.44
- -------------------------- ---- ---- ---- ---- ----
S-296
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-4
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 100 100 100 100 100
10/15/12 ................ 100 100 100 100 100
10/15/13 ................ 100 100 100 100 100
10/15/14 ................ 100 100 100 100 100
10/15/15 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 9.76 9.75 9.74 9.72 9.59
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-1A
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 99 99 99 99 99
10/15/07 ................ 99 99 99 99 99
10/15/08 ................ 98 98 98 98 98
10/15/09 ................ 96 96 96 96 96
10/15/10 ................ 95 95 95 95 95
10/15/11 ................ 93 93 93 93 93
10/15/12 ................ 74 74 74 74 74
10/15/13 ................ 73 73 73 73 73
10/15/14 ................ 71 70 69 68 54
10/15/15 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 8.78 8.75 8.71 8.68 8.48
S-297
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-MFL
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 100 100 100 100 100
10/15/12 ................ 100 100 100 100 100
10/15/13 ................ 100 100 100 100 100
10/15/14 ................ 100 100 100 100 100
10/15/15 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 9.88 9.88 9.87 9.85 9.74
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-MFX
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 100 100 100 100 100
10/15/12 ................ 100 100 100 100 100
10/15/13 ................ 100 100 100 100 100
10/15/14 ................ 100 100 100 100 100
10/15/15 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 9.88 9.88 9.87 9.85 9.74
S-298
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS A-J
CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 100 100 100 100 100
10/15/12 ................ 100 100 100 100 100
10/15/13 ................ 100 100 100 100 100
10/15/14 ................ 100 100 100 100 100
10/15/15 ................ 0 0 0 0 0
Weighted average life (in
years) ................. 9.95 9.94 9.92 9.90 9.80
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 100 100 100 100 100
10/15/12 ................ 100 100 100 100 100
10/15/13 ................ 100 100 100 100 100
10/15/14 ................ 100 100 100 100 100
10/15/15 ................ 0 0 0 0 0
- -------------------------- --- --- --- --- ---
Weighted Average Life (in
years) ................. 9.97 9.97 9.97 9.97 9.80
- -------------------------- ---- ---- ---- ---- ----
S-299
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 100 100 100 100 100
10/15/12 ................ 100 100 100 100 100
10/15/13 ................ 100 100 100 100 100
10/15/14 ................ 100 100 100 100 100
10/15/15 ................ 0 0 0 0 0
- -------------------------- --- --- --- --- ---
Weighted Average Life (in
years) ................. 9.97 9.97 9.97 9.97 9.80
- -------------------------- ---- ---- ---- ---- ----
PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
OTHERWISE AT INDICATED CPR
--------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ------------------------- -------- --------- --------- --------- ---------
Initial Date ............ 100 100 100 100 100
10/15/06 ................ 100 100 100 100 100
10/15/07 ................ 100 100 100 100 100
10/15/08 ................ 100 100 100 100 100
10/15/09 ................ 100 100 100 100 100
10/15/10 ................ 100 100 100 100 100
10/15/11 ................ 100 100 100 100 100
10/15/12 ................ 100 100 100 100 100
10/15/13 ................ 100 100 100 100 100
10/15/14 ................ 100 100 100 100 100
10/15/15 ................ 0 0 0 0 0
- -------------------------- --- --- --- --- ---
Weighted Average Life (in
years) ................. 9.97 9.97 9.97 9.97 9.80
- -------------------------- ---- ---- ---- ---- ----
S-300
The discount margins set forth in the two tables below represent the
increment over LIBOR that produces a monthly discount rate which, when applied
to the assumed stream of cash flows to be paid on the Class A-2PFL Certificates
and the Class A-MFL Certificates would cause the discounted present value of
such cash flows to equal the assumed purchase price as specified below, in each
case expressed in decimal format and interpreted as a percentage of the initial
Certificate Balance of the Class A-MFL Certificates. The two tables below
assume that the Class A-2PFL Certificates and the Class A-MFL Certificates are
purchased without accrued interest. The following tables have been prepared on
the basis of the modeling assumptions above.
DISCOUNT MARGINS FOR THE CLASS A-2PFL CERTIFICATES
SCENARIO 1 SCENARIO 2 SCENARIO 3 SCENARIO 4 SCENARIO 5
------------- ------------- ------------- ------------- ------------
DISC MARGIN DISC MARGIN DISC MARGIN DISC MARGIN DISC MARGIN
PRICE (32NDS) (BPS) (BPS) (BPS) (BPS) (BPS)
- --------------------------------------- ------------- ------------- ------------- ------------- ------------
Weighted average life (in years) ......
DISCOUNT MARGINS FOR THE CLASS A-MFL CERTIFICATES
SCENARIO 1 SCENARIO 2 SCENARIO 3 SCENARIO 4 SCENARIO 5
------------- ------------- ------------- ------------- ------------
DISC MARGIN DISC MARGIN DISC MARGIN DISC MARGIN DISC MARGIN
PRICE (32NDS) (BPS) (BPS) (BPS) (BPS) (BPS)
- --------------------------------------- ------------- ------------- ------------- ------------- ------------
Weighted average life (in years) ......
EFFECT OF LOAN GROUPS
Generally, the Class A-1, Class A-2C, Class A-3, Class A-PB, Class A-4 and
the Class A-2PFL Regular Interest will only be entitled to receive
distributions of principal collected or advanced with respect to the Mortgage
Loans in Loan Group 1 until the Certificate Principal 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
with respect to the Mortgage Loans in Loan Group 2 until the Certificate
Principals Balance of the Class A-4 Certificates have each been reduced to
zero. Accordingly, holders of the Class A-1A Certificates will be greatly
affected by the rate and timing of payments and other collections of principal
on the Mortgage Loans in Loan Group 2 and, in the absence of losses, should be
largely unaffected by the rate and timing of payments and other collections of
principal on the Mortgage Loans in Loan Group 1. Investors should take this
into account when reviewing this "YIELD AND MATURITY CONSIDERATIONS" section.
USE OF PROCEEDS
Substantially all of the proceeds from the sale of the Offered
Certificates will be used by the Depositor to purchase the Mortgage Loans and
to pay certain expenses in connection with the issuance of the Certificates.
S-301
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following summary of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of Offered Certificates
is based on the advice of Dechert LLP, counsel to the Depositor. This summary
is based on laws, regulations, including the REMIC regulations promulgated by
the Treasury Department (the "REMIC Regulations"), rulings and decisions now in
effect or (with respect to the regulations) proposed, all of which are subject
to change either prospectively or retroactively. This summary does not address
the federal income tax consequences of an investment in Offered Certificates
applicable to all categories of investors, some of which (for example, banks
and insurance companies) may be subject to special rules. Prospective investors
should consult their tax advisors regarding the federal, state, local and other
tax consequences to them of the purchase, ownership and disposition of Offered
Certificates.
For federal income tax purposes, two separate REMIC elections ("REMIC I"
and "REMIC II") will be made with respect to segregated asset pools that make
up the Trust Fund, other than any Additional Interest on the ARD Loans. Upon
the issuance of the Offered Certificates and the Class A-2PFL Regular Interest
and the Class A-MFL Regular Interest, Dechert LLP will deliver its opinion
generally to the effect that, assuming (1) the making of appropriate elections,
(2) compliance with all provisions of the Pooling and Servicing Agreement, (3)
compliance with the 2005-C20 Pooling and Servicing Agreement and other related
documents and any amendments thereto and the continued qualification of the
REMICs formed thereunder and (4) compliance with applicable changes in the
Code, for federal income tax purposes, each such REMIC will qualify as a REMIC
under the Code. For federal income tax purposes, the REMIC Regular Certificates
(except for Class A-2PFL Certificates and the Class A-MFL Certificates) and the
Class A-2PFL Regular Interest and the Class A-MFL Regular Interest will
represent ownership of the "regular interests" in one of such REMICs and
generally will be treated as newly originated debt instruments of such REMIC.
See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--REMICs" in the accompanying
prospectus. The portion of the Trust Fund consisting of Additional Interest and
the Additional Interest Account will be treated as a grantor trust fund for
federal income tax purposes, and the Class Z Certificates will represent
undivided beneficial interests in such grantor trust. Another grantor trust
will hold the Class A-2PFL Regular Interest, the Class A-2PFL Swap Contract and
the Class A-2PFL Floating Rate Account and the Class A-2PFL Certificates and
the Class A-MFL Certificates will represent undivided beneficial interests in
the grantor trust. A third grantor trust will hold the Class A-MFL Regular
Interest, the Class A-MFL Swap Contract and the Class A-MFL Floating Rate
Account and the Class A-MFL Certificates will represent an undivided interest
in the grantor trust. See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--REMICs"
and "--Grantor Trust Funds" in the accompanying prospectus.
TAXATION OF THE OFFERED CERTIFICATES
Based on expected issue prices, it is anticipated that the Class
Certificates will be treated as having been issued at a premium, that the Class
Certificates will be treated as having been issued with a de minimis
amount of original issue discount and the Class Certificates will be
treated as having been issued with original issue discount for federal income
tax reporting purposes. The prepayment assumption that will be used in
determining the rate of accrual of original issue discount, if any, or
amortization of amortizable bond premium for federal income tax purposes will
be based on the assumption that subsequent to the date of any determination the
Mortgage Loans will pay at a rate equal to a CPR of 0%, except that it is
assumed that the ARD Loans will pay their respective outstanding principal
balances on their related Anticipated Repayment Dates. No representation is
made that the Mortgage Loans will pay at that rate or at any other rate. See
"MATERIAL FEDERAL INCOME TAX CONSEQUENCES--REMICs" and "--Taxation of Owners of
REMIC Regular Certificates--Original Issue Discount" in the accompanying
prospectus.
The Internal Revenue Service (the "IRS") has issued regulations (the "OID
Regulations") under Sections 1271 to 1275 of the Code generally addressing the
treatment of debt instruments issued with
S-302
original issue discount. Purchasers of the Offered Certificates should be aware
that the OID Regulations and Section 1272(a)(6) of the Code do not adequately
address certain issues relevant to, or are not applicable to, securities such
as the Offered Certificates. The OID Regulations in some circumstances permit
the holder of a debt instrument to recognize original issue discount under a
method that differs from that used by the issuer. Accordingly, it is possible
that the holder of an Offered Certificate if such Offered Certificate were
treated as issued with original issue discount may be able to select a method
for recognizing original issue discount that differs from that used by the
Trustee in preparing reports to the Certificateholders and the IRS. Prospective
purchasers of Offered Certificates are advised to consult their tax advisors
concerning the tax treatment of such Certificates.
Whether any holder of a Class of Offered Certificates will be treated as
holding a Certificate with amortizable bond premium will depend on such
Certificateholder's purchase price and the distributions remaining to be made
on such Certificate at the time of its acquisition by such Certificateholder.
Holders of each such Class of Certificates should consult their own tax
advisors regarding the possibility of making an election to amortize such
premium. See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Taxation of Owners of
REMIC Regular Certificates--Premium" in the accompanying prospectus.
The Offered Certificates will be treated as "real estate assets" within
the meaning of Section 856(c)(5)(B) of the Code for a "real estate investment
trust" ("REIT"). In addition, interest (including original issue discount) on
the Offered Certificates will be interest described in Section 856(c)(3)(B) of
the Code for a REIT. However, the Offered Certificates will generally only be
considered assets described in Section 7701(a)(19)(C) of the Code for a
domestic building and loan association to the extent that the Mortgage Loans
are secured by multifamily and mobile home park properties (approximately 20.4%
of the Cut-Off Date Pool Balance) and, accordingly, investment in the Offered
Certificates may not be suitable for certain thrift institutions. The Offered
Certificates will not qualify under the foregoing sections to the extent of any
Mortgage Loan that has been defeased with U.S. government obligations.
A portion of the Prepayment Premiums and Yield Maintenance Charges
actually collected will be distributed to the holders of the Offered
Certificates as described in this prospectus supplement. It is not entirely
clear under the Code when the amount of a Yield Maintenance Charge or
Prepayment Premium should be taxed to the holder of an Offered Certificate, but
it is not expected, for federal income tax reporting purposes, that Yield
Maintenance Charges or Prepayment Premiums will be treated as giving rise to
any income to the holders of the Offered Certificates prior to the Master
Servicer's actual receipt of a Yield Maintenance Charge or Prepayment Premium,
as the case may be. It is not entirely clear whether Yield Maintenance Charges
or Prepayment Premiums give rise to ordinary income or capital gains and
Certificateholders should consult their own tax advisors concerning this
character issue and the treatment of Yield Maintenance Charges and Prepayment
Premiums in general. Any Prepayment Premium or Yield Maintenance Charge paid to
the Class A-2PFL Swap Counterparty with respect to the Class A-2PFL Regular
Interest will be treated as received by the holders of the Class A-2PFL
Certificates and paid as a periodic payment by the holders of the Class A-2PFL
Certificates under the Class A-2PFL Swap Contract. Similarly, any Prepayment
Premium or Yield Maintenance Charge paid to the Class A-MFL Swap Counterparty
with respect to the Class A-MFL Regular Interest will be treated as received by
the holders of the Class A-MFL Certificates and paid as a periodic payment by
the holders of the Class A-MFL Certificates under the Class A-MFL Swap
Contract. See "--Taxation of the Swap Contracts" below.
REPORTING AND OTHER ADMINISTRATIVE MATTERS
For further information regarding the federal income tax reporting
requirements and other administrative matters, see "MATERIAL FEDERAL INCOME TAX
CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--Reporting
and Other Administrative Matters" and "--Backup Withholding with Respect to
REMIC Certificates" in the accompanying prospectus.
For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "MATERIAL FEDERAL INCOME TAX
CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--REMICs"
in the accompanying prospectus.
S-303
TAXATION OF THE SWAP CONTRACTS
Each holder of a Class A-2PFL Certificate or a Class A-MFL Certificate
will be treated for federal income tax purposes as having entered into its
proportionate share of the rights of such Class under the related Swap
Contract. Holders of the Class A-2PFL Certificates and the Class A-MFL
Certificates must allocate the price they pay for their Certificates between
their interest in the Class A-2PFL Regular Interest and the Class A-MFL Regular
Interest and the related Swap Contract based on their relative market values.
The portion, if any, allocated to the Swap Contract will be treated as a swap
premium (the "Swap Premium") paid or received by the holders of the Class
A-2PFL Certificates and Class A-MFL Certificates, as applicable. If the Swap
Premium is paid by a holder, it will reduce the purchase price allocable to the
Class A-2PFL Regular Interest or the Class A-MFL Regular Interest, as
applicable. If the related Swap Premium is received by holders, it will be
deemed to have increased the purchase price for the Class A-2PFL Regular
Interest and the Class A-MFL Regular Interest. If the related Swap Contract is
"on market," no amount of the purchase price will be allocable to it. Based on
the anticipated issue prices of the Class A-2PFL Certificates and the Class
A-MFL Certificates and the Class A-2PFL Regular Interest and the Class A-MFL
Regular Interest, it is anticipated that the Class A-2PFL Regular Interest and
the Class A-MFL Regular Interest may be deemed to have been issued [at a
premium] [with a de minimis amount of original issue discount] and that a Swap
Premium will be deemed to be paid to the holders of the Class A-2PFL
Certificates and the Class A-MFL Certificates. The holder of a Class A-2PFL
Certificate or a Class A-MFL Certificate will be required to amortize any
related Swap Premium under a level payment method as if the related Swap
Premium represented the present value of a series of equal payments made or
received over the life of the related Swap Contract (adjusted to take into
account decreases in notional principal amount), discounted at a rate equal to
the rate used to determine the amount of the related Swap Premium (or some
other reasonable rate). Prospective purchasers of the Class A-2PFL Certificates
and the Class A-MFL Certificates should consult their own tax advisors
regarding the appropriate method of amortizing any Swap Premium.
Regulations promulgated by the Treasury Department treat a non periodic
payment made under a swap contract as a loan for federal income tax purposes if
the payment is "significant." It is not known whether any Swap Premium would be
treated in part as a loan under Treasury regulations.
Under Treasury regulations (i) all taxpayers must recognize periodic
payments with respect to a notional principal contract under the accrual method
of accounting, and (ii) any periodic payments received under a Swap Contract
must be netted against payments made under such Swap Contract and deemed made
or received as a result of the Swap Premium over the recipient's taxable year,
rather than accounted for on a gross basis. Net income or deduction with
respect to net payments under a notional principal contract for a taxable year
should constitute ordinary income or ordinary deduction. The IRS could contend
the amount is capital gain or loss, but such treatment is unlikely, at least in
the absence of further regulations. Any regulations requiring capital gain or
loss treatment presumably would apply only prospectively. Individuals may be
limited in their ability to deduct any such net deduction and should consult
their tax advisor prior to investing in the Class A-2PFL Certificates or the
Class A-MFL Certificates.
Any amount of proceeds from the sale, redemption or retirement of a Class
A-2PFL Certificate or a Class A-MFL Certificate that is considered to be
allocated to the holder's rights under the Swap Contract or that the holder is
deemed to have paid to the purchaser would be considered a "termination
payment" allocable to such Certificate under Treasury regulations. A holder of
a Class A-2PFL Certificate or a Class A-MFL Certificate will have gain or loss
from such a termination equal to (A)(i) any termination payment it received or
is deemed to have received minus (ii) the unamortized portion of any related
Swap Premium paid (or deemed paid) by the holder upon entering into or
acquiring its interest in the related Swap Contract or (B)(i) any termination
payment it paid or is deemed to have paid minus (ii) the unamortized portion of
the Swap Premium received upon entering into or acquiring its interest in the
Swap Contract. Gain or loss realized upon the termination of the Swap Contract
will generally be treated as capital gain or loss. Moreover, in the case of a
bank or thrift institution, Section 582(c) of the Code would likely not apply
to treat such gain or loss as ordinary.
S-304
The Class A-2PFL Certificates and the Class A-MFL Certificates,
representing a beneficial ownership in the Class A-2PFL Regular Interest and
the Class A-MFL Regular Interest and in the related Swap Contract may
constitute positions in a straddle, in which case the straddle rules of Section
1092 of the Code would apply. A selling holder's capital gain or loss with
respect to such regular interest would be short term because the holding period
would be tolled under the straddle rules. Similarly, capital gain or loss
realized in connection with the termination of the Swap Contracts would be
short term. If the holder of a Class A-2PFL Certificate or a Class A-MFL
Certificate incurred or continued to incur indebtedness to acquire or hold such
Class A-2PFL Certificate or a Class A-MFL Certificate, the holder would
generally be required to capitalize a portion of the interest paid on such
indebtedness until termination of the related Swap Contract.
S-305
ERISA CONSIDERATIONS
The following description is general in nature, is not intended to be
all-inclusive, is based on the law and practice in force at the date of this
document and is subject to any subsequent changes therein. In view of the
individual nature of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Code consequences, each potential investor that is a
Plan (as described below) is advised to consult its own legal advisor with
respect to the specific ERISA and Code consequences of investing in the Offered
Certificates and to make its own independent decision. The following is merely
a summary and should not be construed as legal advice.
A fiduciary acting directly or indirectly for, on behalf of or with any
assets of any employee benefit plan or other plan or arrangement that is
subject to Title I of ERISA or Section 4975 of the Code (a "Plan") should
carefully review with its legal advisors whether the purchase or holding of
Offered Certificates could give rise to a transaction that is prohibited or is
not otherwise permitted either under ERISA or Section 4975 of the Code or
whether there exists any statutory or administrative exemption applicable
thereto. Other employee benefit plans not subject to the foregoing provisions
of ERISA or the Code may be subject to substantively similar provisions of
applicable federal, state, local non-U.S. or other law ("Similar Law").
The U.S. Department of Labor has issued individual exemptions to each of
the Underwriters (Prohibited Transaction Exemption ("PTE") 96-22 (April 3,
1996) to Wachovia Corporation, and its subsidiaries and its affiliates, which
include Wachovia Capital Markets, LLC ("Wachovia Securities"), PTE 93-32 (May
14, 1993) to Nomura Securities International, Inc. ("Nomura Securities"), PTE
89-89 (October 17, 1989) to Citigroup Global Markets Inc. ("Citigroup"), PTE
89-90 (October 17, 1989) to Credit Suisse First Boston LLC ("Credit Suisse
First Boston"), Final Authorization Number 97-03E (December 9, 1996) to
Deutsche Bank Securities Inc. ("Deutsche Securities") and PTE 88-89 (October
17, 1989) to Goldman, Sachs & Co. ("Goldman Sachs") (each, as amended, an
"Exemption" and collectively, the "Exemptions"), each of which generally
exempts from the application of the prohibited transaction provisions of
Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on
such prohibited transactions pursuant to Sections 4975(a) and (b) of the Code,
the purchase, sale and holding of mortgage pass-through certificates
underwritten by an Underwriter, as hereinafter defined, provided that certain
conditions set forth in the Exemptions are satisfied. For purposes of this
discussion, the term "Underwriter" shall include (a) Wachovia Securities, (b)
Nomura Securities, (c) Citigroup, (d) Credit Suisse First Boston, (e) Deutsche
Securities, (f) Goldman Sachs, (g) any person directly or indirectly, through
one or more intermediaries, controlling, controlled by or under common control
with Wachovia Securities, Nomura Securities, Citigroup, Credit Suisse First
Boston, Deutsche Securities, Goldman Sachs, and (h) any member of the
underwriting syndicate or selling group of which Wachovia Securities, Nomura
Securities, Citigroup, Credit Suisse First Boston, Deutsche Securities, Goldman
Sachs or a person described in (i) is a manager or co-manager with respect to
the Offered Certificates.
The obligations covered by the Exemptions include mortgage loans such as
the Mortgage Loans. The Exemptions would apply to the acquisition, holding and
resale of the Offered Certificates by a Plan only if specific conditions
(certain of which are described below) are met. The Exemptions would not apply
directly to governmental plans, certain church plans and other employee benefit
plans that are not subject to the prohibited transaction provisions of ERISA or
the Code but that may be subject to Similar Law.
The Exemptions set forth five general conditions that, among others, must
be satisfied for a transaction involving the purchase, sale and holding of the
Offered Certificates by a Plan to be eligible for exemptive relief thereunder.
First, the acquisition of the Offered Certificates by a Plan must be on terms,
including the price paid for the Certificates, that are at least as favorable
to the Plan as they would be in an arm's-length transaction with an unrelated
party. Second, the Offered Certificates at the time of acquisition by the Plan
must be rated in one of the four highest generic rating categories by Standard
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
("S&P"), Moody's Investors Service, Inc. ("Moody's") or Fitch, Inc. ("Fitch")
or any successor thereto (each, an "NRSRO"). Third, the Trustee cannot be an
affiliate of any other member of the Restricted Group, other than an
Underwriter. The "Restricted Group" consists of each of the Underwriters, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Class
A-2PFL Swap Counterparty, the Class A-MFL Swap
S-306
Counterparty, any sub-servicer and any obligor with respect to Mortgage Loans
constituting more than 5.0% of the aggregate unamortized principal balance of
the Mortgage Loans as of the date of initial issuance of the Offered
Certificates, and any of their affiliates. Fourth, the sum of all payments made
to and retained by any Underwriter in connection with the distribution or
placement of the Offered Certificates must represent not more than reasonable
compensation for underwriting such Certificates; the sum of all payments made
to and retained by the Depositor pursuant to the assignment of the Mortgage
Loans to the Trust Fund must represent not more than the fair market value of
such obligations; and the sum of all payments made to and retained by the
Master Servicer, the Special Servicer or any sub-servicer must represent not
more than reasonable compensation for such person's services under the Pooling
and Servicing Agreement and reimbursement of such person's reasonable expenses
in connection therewith. Fifth, the investing Plan must be an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities and
Exchange Commission under the Securities Act.
A fiduciary of a Plan contemplating purchasing any Class of the Offered
Certificates must make its own determination that, at the time of such
purchase, such Certificates satisfy the general conditions set forth above.
Further, the Exemption imposes additional requirements for purchases by
Plans of classes of Certificates subject to swap contracts, such as the Class
A-2PFL Certificates and the Class A-MFL Certificates, which benefit from the
related Swap Contracts;
(a) Each swap contract must be an "eligible swap" with an "eligible swap
counterparty" (as each term is defined in PTE 2002-41);
(b) If a swap contract ceases to be an eligible swap and the swap contract
cannot be replaced, the Trustee must notify Certificateholders that
the Exemption will cease to apply with respect to the class or classes
of Certificates subject to such swap contract; and
(c) The fiduciary of a Plan purchasing any class of certificates subject
to a swap contract must be either:
o a "qualified professional asset manager" (as defined in PTE
84-14);
o an "in house asset manager" (as defined in PTE 96-23); or
o a Plan fiduciary with total assets under management of at least
$100 million at the time of the acquisition of the Certificates
by the Plan.
The Depositor believes that each Swap Contract will meet all of the
relevant requirements to be considered an "eligible swap" as of the Closing
Date. However, any Plan contemplating purchase of the Class A-2PFL Certificates
or the Class A-MFL Certificates must make its own determination that all of the
additional requirements of the Exemption are satisfied as of the date of such
purchase and during the time that the Plan holds the Class A-2PFL Certificates
or the Class A-MFL Certificates.
The Exemptions also require that the Trust Fund meet the following
requirements: (i) the Trust Fund must consist solely of assets of the type that
have been included in other investment pools; (ii) certificates in such other
investment pools must have been rated in one of the four highest generic rating
categories by S&P, Moody's or Fitch for at least one year prior to the Plan's
acquisition of the Offered Certificates; and (iii) certificates in such other
investment pools must have been purchased by investors other than Plans for at
least one year prior to any Plan's acquisition of the Offered Certificates.
If the general conditions of the Exemptions are satisfied, the Exemptions
may provide an exemption from the restrictions imposed by Sections 406(a) and
407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and
(b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in
connection with (i) the direct or indirect sale, exchange or transfer of the
Offered Certificates in the initial issuance of Certificates between the
Depositor or an Underwriter and a Plan when the Depositor, an Underwriter, the
Trustee, the Master Servicer, the Special Servicer, a sub-servicer or an
obligor with respect to Mortgage Loans is a "Party in Interest," as defined in
the accompanying prospectus, with respect to the investing Plan, (ii) the
direct or indirect acquisition or disposition in the secondary market of the
Offered Certificates by a Plan and (iii) the holding of Offered Certificates by
a Plan. However, no
S-307
exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2)
and 407 of ERISA for the acquisition or holding of the Offered Certificate on
behalf of an "Excluded Plan" by any person who has discretionary authority or
renders investment advice with respect to the assets of such Excluded Plan. For
purposes hereof, an "Excluded Plan" is a Plan sponsored by any member of the
Restricted Group.
If certain specific conditions of the Exemptions are also satisfied, each
such Exemption may provide relief from the restrictions imposed by reason of
Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section
4975(c)(1)(E) of the Code to an obligor with respect to Mortgage Loans acting
as a fiduciary with respect to the investment of a Plan's assets in the Offered
Certificates (or such obligor's affiliate) only if, among other requirements
(i) such obligor is an obligor with respect to 5% or less of the fair market
value of the obligations or receivables contained in the Trust Fund, (ii) the
investing Plan is not an Excluded Plan, (iii) a Plan's investment in each Class
of the Offered Certificates does not exceed 25% of all of the Certificates of
that Class outstanding at the time of the acquisition, (iv) immediately after
the acquisition, no more than 25% of the assets of the Plan are invested in
certificates representing an interest in trusts (including the Trust Fund)
containing assets sold or serviced by the Depositor or the Master Servicer and
(v) in the case of the acquisition of the Offered Certificates in connection
with their initial issuance, at least 50% of each Class of Offered Certificates
in which Plans have invested and at least 50% of the aggregate interest in the
Trust Fund is acquired by persons independent of the Restricted Group.
The Exemptions also apply to transactions in connection with the
servicing, management and operation of the Trust Fund, provided that, in
addition to the general requirements described above, (a) such transactions are
carried out in accordance with the terms of a binding pooling and servicing
agreement, (b) the pooling and servicing agreement is provided to, or described
in all material respects in the accompanying prospectus or private placement
memorandum provided to, investing Plans before their purchase of Certificates
issued by the Trust Fund and (c) the terms and conditions for the defeasance of
a mortgage obligation and substitution of a new mortgage obligation, as so
described, have been approved by an NRSRO and do not result in any Offered
Certificates receiving a lower credit rating from the NRSRO than the current
rating. The Pooling and Servicing Agreement is a pooling and servicing
agreement as defined in the Exemptions. The Pooling and Servicing Agreement
provides that all transactions relating to the servicing, management and
operations of the Trust Fund must be carried out in accordance with the Pooling
and Servicing Agreement.
Before purchasing any Class of Offered Certificate, a fiduciary of a Plan
should itself confirm that the specific and general conditions of the
Exemptions and the other requirements set forth in the Exemptions would be
satisfied.
Any Plan fiduciary considering the purchase of Offered Certificates should
consult with its counsel with respect to the applicability of the Exemptions
and other issues and determine on its own whether all conditions have been
satisfied and whether the Offered Certificates are an appropriate investment
for a Plan under ERISA and the Code (or, in the case of governmental plans and
certain church plans, under Similar Law) with regard to ERISA's general
fiduciary requirements, including investment prudence and diversification and
the exclusive benefit rule. Each purchaser of the Offered Certificates with the
assets of one or more Plans shall be deemed to represent that each such Plan
qualifies as an "accredited investor" as defined in Rule 501(a)(1) of
Regulation D under Securities Act. No Plan may purchase or hold an interest in
any Class of Offered Certificates unless (a) such Certificates are rated in one
of the top four generic rating categories by at least one NRSRO at the time of
such purchase or (b) such Plan is an insurance company general account that
represents and warrants that it is eligible for, and meets all of the
requirements of, Sections I and III of Prohibited Transaction Class Exemption
95-60.
Persons who have an ongoing relationship with the California State
Teachers Retirement System or the Virginia Retirement System, each of which is
a governmental plan, should note that each plan owns equity interests in
certain borrowers. Such persons should consult with counsel regarding whether
this relationship would affect their ability to purchase and hold Certificates.
THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A
REPRESENTATION OR WARRANTY BY THE DEPOSITOR, THE UNDERWRITERS OR ANY OTHER
PERSON THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS
S-308
WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, THAT THE
EXEMPTIONS WOULD APPLY TO THE ACQUISITION OF THIS INVESTMENT BY PLANS IN
GENERAL OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR
PLANS GENERALLY OR ANY PARTICULAR PLAN.
LEGAL INVESTMENT
The Offered Certificates will not constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as
amended. The appropriate characterization of the Offered Certificates under
various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase the Offered Certificates, is subject
to significant interpretive uncertainties. No representations are made as to
the proper characterization of the Offered Certificates for legal investment,
financial institution regulatory, or other purposes, or as to the ability of
particular investors to purchase the Offered Certificates under applicable
legal investment restrictions. The uncertainties described above (and any
unfavorable future determinations concerning the legal investment or financial
institution regulatory characteristics of the Offered Certificates) may
adversely affect the liquidity of the Offered Certificates. Accordingly, all
investors whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements or review by regulatory
authorities should consult with their own legal advisors in determining whether
and to what extent the Offered Certificates constitute legal investments for
them or are subject to investment, capital or other restrictions. See "LEGAL
INVESTMENT" in the accompanying prospectus.
S-309
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the underwriting
agreement (the "Underwriting Agreement") among the Depositor and Wachovia
Securities, Nomura Citigroup, Credit Suisse First Boston, Deutsche Securities
and Goldman Sachs (collectively, the "Underwriters"), the Depositor has agreed
to sell to each of Wachovia Securities, Nomura Securities, Citigroup, Credit
Suisse First Boston, Deutsche Securities and Goldman Sachs and each of Wachovia
Securities, Nomura Securities, Citigroup, Credit Suisse First Boston, Deutsche
Securities, and Goldman Sachs has agreed to purchase, severally but not
jointly, the respective Certificate Balances as applicable, of each Class of
the Offered Certificates as set forth below, subject in each case to a variance
of 5%:
CREDIT
WACHOVIA NOMURA SUISSE FIRST DEUTSCHE GOLDMAN
CLASS SECURITIES SECURITIES CITIGROUP BOSTON SECURITIES SACHS
- ---------------------- ------------ ------------ ----------- -------------- ------------ --------
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 .............. $ $ $ $ $ $
Class D .............. $ $ $ $ $ $
Wachovia Securities and Nomura Securities are acting as co-lead managers
for this offering and Citigroup, Credit Suisse First Boston, Deutsche
Securities and Goldman Sachs are acting as co-managers for this offering.
Nomura Securities is acting as sole bookrunner with respect to % of the
Class Certificates. Wachovia Securities is acting as sole bookrunner with
the remainder of the Class Certificates and all other classes of Offered
Certificates. It is intended that Wachovia Securities International Limited
will act as a member of the selling group on behalf of Wachovia Securities in
certain jurisdictions. Wachovia Securities International Limited is a United
Kingdom firm and is regulated by the Financial Services Authority.
Proceeds to the Depositor from the sale of the Offered Certificates,
before deducting expenses payable by the Depositor, will be approximately
$ which includes accrued interest.
Distribution of the Offered Certificates will be made by each Underwriter
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. Wachovia Securities or one of its affiliates
may purchase a portion of certain Classes of the Offered Certificates, purchase
certain Offered Certificates for its own account or sell certain Offered
Certificates to one of its affiliates. Sales of the Offered Certificates may
also occur on the Closing Date and other dates after the Closing Date, as
agreed upon in negotiated transactions with various purchasers. Each
Underwriter may effect such transactions by selling the Offered Certificates to
or through dealers, and such dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from such Underwriter. In
connection with the purchase and sale of the Offered Certificates, Wachovia
Securities, Nomura Securities, Citigroup, Credit Suisse First Boston, Deutsche
Securities, and Goldman Sachs may be deemed to have received compensation from
the Depositor in the form of underwriting discounts. Each Underwriter and any
dealers that participate with any Underwriter in the distribution of the
Offered Certificates may be deemed to be underwriters and any profit on the
resale of the Offered Certificates positioned by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
Purchasers of the Offered Certificates, including dealers, may, depending
on the facts and circumstances of such purchases, be deemed to be
"underwriters" within the meaning of the Securities
S-310
Act in connection with reoffers and sales by them of Offered Certificates.
Certificateholders should consult with their legal advisors in this regard
prior to any such reoffer or sale.
The Depositor also has been advised by the Underwriters that each of them,
through one or more of its affiliates, currently intends to make a market in
the Offered Certificates; however, none of the Underwriters has any obligation
to do so, any market making may be discontinued at any time and there can be no
assurance that an active secondary market for the Offered Certificates will
develop. See "RISK FACTORS--Liquidity for Certificates May Be Limited" in this
prospectus supplement and "RISK FACTORS--Your Ability to Resell Certificates
May Be Limited Because of Their Characteristics" in the accompanying
prospectus.
This prospectus supplement and the accompanying prospectus may be used by
the Depositor, Wachovia Securities, an affiliate of the Depositor, and any
other affiliate of the Depositor when required under the federal securities
laws in connection with offers and sales of the Offered Certificates or in
furtherance of market-making activities in the Offered Certificates. Wachovia
Securities or any such other affiliate may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale or otherwise.
The Depositor has agreed to indemnify each Underwriter and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the
Securities Act against, or make contributions to each Underwriter and each such
controlling person with respect to, certain liabilities, including liabilities
under the Securities Act.
Wachovia Securities, one of the Underwriters, is an affiliate of the
Depositor and Wachovia Bank, National Association, which is one of the Mortgage
Loan Sellers, the Class A-2PFL Swap Counterparty, the Class A-MFL Swap
Counterparty and the Master Servicer. Nomura Securities, one of the
Underwriters, is an affiliate of Nomura Credit & Capital, Inc., which is one of
the Mortgage Loan Sellers.
LEGAL MATTERS
Certain legal matters will be passed upon for the Depositor by Dechert
LLP, Charlotte, North Carolina. Certain legal matters will be passed upon for
the Underwriters by Cadwalader, Wickersham & Taft LLP, Charlotte, North
Carolina.
RATINGS
The Offered Certificates are required as a condition of their issuance to
have received the following ratings from S&P, Moody's and Fitch (collectively,
the "Rating Agencies"):
EXPECTED
RATINGS FROM
CLASS S&P/MOODY'S/FITCH
- ------------ ------------------
Class A-1 ........................................... AAA/Aaa/AAA
Class A-2PFL ........................................ AAA/Aaa/AAA
Class A-2C .......................................... AAA/Aaa/AAA
Class A-3 ........................................... AAA/Aaa/AAA
Class A-PB .......................................... AAA/Aaa/AAA
Class A-4 ........................................... AAA/Aaa/AAA
Class A-1A .......................................... AAA/Aaa/AAA
Class A-MFL ......................................... AAA/Aaa/AAA
Class A-MFX ......................................... AAA/Aaa/AAA
Class A-J ........................................... AAA/Aaa/AAA
Class B ............................................. AA/Aa2/AA
Class C ............................................. AA-/Aa3/AA-
Class D ............................................. A/A2/A
The ratings on the Offered Certificates address the likelihood of timely
receipt by holders thereof of all distributions of interest to which they are
entitled and distributions of principal by the Rated Final Distribution Date
set forth on the cover page of this prospectus supplement. The ratings take
into consideration the credit quality of the Mortgage Pool, structural and
legal aspects associated with the
S-311
Offered Certificates, and the extent to which the payment stream from the
Mortgage Pool is adequate to make payments required under the Offered
Certificates. In addition, rating adjustments may result from a change in the
financial position of the Trustee as back-up liquidity provider. A security
rating does not represent any assessment of the yield to maturity that
investors may experience. In addition, a rating does not address (i) the
likelihood or frequency of voluntary or mandatory prepayments of Mortgage
Loans, (ii) the degree to which such prepayments might differ from those
originally anticipated, (iii) payment of Additional Interest or net default
interest, (iv) whether and to what extent payments of Prepayment Premiums or
Yield Maintenance Charges will be received or the corresponding effect on yield
to investors or (v) whether and to what extent Net Aggregate Prepayment
Interest Shortfalls will be realized or allocated to Certificateholders.
A rating on the Class A-2PFL Certificates and the Class A-MFL Certificates
does not represent any assessment of whether the floating interest rate on such
Certificates will convert to a fixed rate. Additionally, the rating of the
Class A-2PFL Certificates and the Class A-MFL Certificates does not address any
costs associated with a floating rate swap. With respect to the Class A-2PFL
Certificates and the Class A-MFL Certificates, the Rating Agencies are only
rating the receipt of interest up to the Pass-Through Rate applicable to the
Class A-2PFL Regular Interest and the Class A-MFL Regular Interest,
respectively, and are not rating the receipt of interest accrued at LIBOR plus
% and LIBOR plus %, respectively. S&P's ratings do not address any
shortfalls or delays in payment that investors in the Class A-2PFL Certificates
and the Class A-MFL Certificates may experience as a result of the conversion
of the Pass-Through Rate on the Class A-2PFL Certificates and the Class A-MFL
Certificates from a rate based on LIBOR to a fixed rate.
In addition, S&P's ratings of the Certificates do not address the
application of Net Aggregate Prepayment Interest Shortfalls to the
Certificates.
There can be no assurance that any rating agency not requested to rate the
Offered Certificates will not nonetheless issue a rating to any or all Classes
thereof and, if so, what such rating or ratings would be. A rating assigned to
any Class of Offered Certificates by a rating agency that has not been
requested by the Depositor to do so may be lower than the rating assigned
thereto by any of the Rating Agencies.
The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating agency. See "RISK FACTORS--
Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks" in the
accompanying prospectus.
S-312
INDEX OF DEFINED TERMS
1% ( ) ................................ S-133
1000 & 1100 Wilson Intercreditor
Agreement ............................. S-115
1000 & 1100 Wilson Loan ............... S-171
1000 & 1100 Wilson Pari Passu
Companion Loan ........................ S-114, S-171
1000 & 1100 Wilson Whole Loan ......... S-114
180 Madison Avenue Loan ............... S-190
2% ( ) ................................ S-133
2005-C20 Controlling Class
Representative ........................ S-238
2005-C20 Fiscal Agent ................. S-228
2005-C20 Master Servicer .............. S-228
2005-C20 Pooling and Servicing
Agreement ............................. S-228
2005-C20 Special Servicer ............. S-228
2005-C20 Transaction .................. S-115
2005-C20 Trust Fund ................... S-115
2005-C20 Trustee ...................... S-228
2500 City West Intercreditor
Agreement ............................. S-115
2500 City West Loan ................... S-113, S-193
3% ( ) ................................ S-133
30/360 basis .......................... S-41
85 Tenth Avenue Loan .................. S-163
Abbey Pool Loan ....................... S-175
Abbott Laboratories Loan .............. S-113
Accrued Certificate Interest .......... S-264
Act No. 416 ........................... S-72
actual/ 360 basis ..................... S-41
Additional Interest ................... S-106
Additional Interest Account ........... S-256
Additional Swap Contract Payments...... S-286
Additional Trust Fund Expenses ........ S-271
Administrative Cost Rate .............. S-133
Advance ............................... S-273
Anticipated Repayment Date ............ S-106
Appraisal Reduction Amount ............ S-275
ARD Loans ............................. S-106
Armstrong Teasdale .................... S-178
Artesia ............................... S-105, S-214
Artesia Co-Lender Loan ................ S-113
Artesia Mortgage Loans ................ S-214
Aspen ................................. S-193
Assumed Final Distribution Date ....... S-281
Assumed Scheduled Payment ............. S-266
Available Distribution Amount ......... S-254
Balloon Loans ......................... S-106
Balloon Payment ....................... S-106
Bank .................................. S-287
Breach ................................ S-221
Bryan Cave ............................ S-178
Bryan Tower Companion Loan ............ S-114
Bryan Tower Intercreditor
Agreement ............................. S-115
Bryan Tower Loan ...................... S-113
Call Report ........................... S-288
Call Reports .......................... S-288
Capital Imp. Reserve .................. S-134
Caplease .............................. S-114
Caplease Companion Loan ............... S-114
Caplease Intercreditor Agreement ...... S-115
Caplease Intercreditor Agreements ..... S-115
Caplease Loans ........................ S-114
CBRE .................................. S-168
Certificate Account ................... S-255
Certificate Balance ................... S-246
Certificate Deferred Interest ......... S-248
Certificateholders .................... S-253
Certificates .......................... S-243
Citigroup ............................. S-306
Class ................................. S-243
Class A Certificates .................. S-243
Class A-2PFL Available Funds .......... S-254, S-285
Class A-2PFL Floating Rate
Account ............................... S-256
Class A-2PFL Interest Distribution
Amount ................................ S-285
Class A-2PFL Principal Distribution
Amount ................................ S-285
Class A-2PFL Regular Interest ......... S-243
Class A-2PFL Swap Contract ............ S-285
Class A-2PFL Swap Counterparty ........ S-285
Class A-MFL Available Funds ........... S-255, S-286
Class A-MFL Floating Rate Account...... S-256
Class A-MFL Interest Distribution
Amount ................................ S-286
Class A-MFL Principal Distribution
Amount ................................ S-286
Class A-MFL Regular Interest .......... S-243
Class A-MFL Swap Contract ............. S-285
Class A-MFL Swap Counterparty ......... S-285
Class A-PB Planned Principal
Balance ............................... S-265
Class X Certificates .................. S-243
Class X-C Components .................. S-250
Class X-C Pass-Through Rate
Reduction Percentage .................. S-250
Class X-C Strip Rate .................. S-250
Class X-P Components .................. S-252
S-313
Class X-P Strip Rate ....................... S-252
Clearstream ................................ S-244
Clearstream Participants ................... S-245
CMSA ....................................... S-279
CMSA Bond File ............................. S-278
CMSA Collateral Summary File ............... S-278
CMSA Loan Periodic Update File ............. S-278
CMSA Property File ......................... S-278
CMSA Reconciliation of Funds
Report ..................................... S-278
Code ....................................... S-217
Co-Lender Loans ............................ S-113
Collection Period .......................... S-253
Commission ................................. S-288
Companion Loans ............................ S-114
Compensating Interest Payment .............. S-230
Constant Prepayment Rate ................... S-294
Controlling Class .......................... S-225
Controlling Class Representative ........... S-225
Corrected Mortgage Loan .................... S-227
CPR ........................................ S-294
Credit Suisse First Boston ................. S-306
Crossed Group .............................. S-221
Crossed Loan ............................... S-221
Custodian .................................. S-216
Cut-Off Date ............................... S-104
Cut-Off Date Balance ....................... S-104
Cut-Off Date Group 1 Balance ............... S-104
Cut-Off Date Group 2 Balance ............... S-104
Cut-Off Date Group Balances ................ S-104
Cut-Off Date LTV ........................... S-132
Cut-Off Date LTV Ratio ..................... S-132
Cut-Off Date Pool Balance .................. S-104
D ( ) ...................................... S-133
Defaulted Lease Claim ...................... S-114
Defaulted Mortgage Loan .................... S-240
Defeasance ................................. S-133
Defeasance Collateral ...................... S-108
Defect ..................................... S-221
Depositaries ............................... S-244
Determination Date ......................... S-253
Deutsche Securities ........................ S-306
Discount Rate .............................. S-268
Distributable Certificate Interest ......... S-263
Distribution Account ....................... S-255
Distribution Date .......................... S-253
Distribution Date Statement ................ S-276
DSC Ratio .................................. S-131
DSCR ....................................... S-131
DTC ........................................ S-243
Due Date ................................... S-106
EQB ........................................ S-72
ERISA ...................................... S-306
Euroclear Operator ......................... S-244
Euroclear Participants ..................... S-245
Euroclear System ........................... S-244
Excess Cash Flow ........................... S-106
Excluded Plan .............................. S-308
Exemption .................................. S-306
Exemptions ................................. S-306
expense .................................... S-132
Extra Space ................................ S-187
Extra Space Self Storage Portfolio #5
Loans ...................................... S-181
Extra Space Teamsters Pool Loan ............ S-187
FBI Office Building Loan ................... S-113
FDIC ....................................... S-288
Final Recovery Determination ............... S-277
Fitch ...................................... S-306
Form 8-K ................................... S-222
Future Funding Co-Lender Loan .............. S-114
Future Funding Co-Lender Loans ............. S-114
Gain on Sale Reserve Account ............... S-255
Goldman Sachs .............................. S-306
GSA ........................................ S-163
HOK Group .................................. S-178
Holiday Inn Express and Suites
Loan ....................................... S-113
Horizon Offshore ........................... S-193
Indirect Participants ...................... S-244
Intercreditor Agreements ................... S-115
Interest Accrual Period .................... S-252
Interest Reserve Account ................... S-255
Interest Reserve Amount .................... S-255
Interest Reserve Loans ..................... S-255
International Intimates .................... S-190
IRS ........................................ S-302
JLT ........................................ S-184
Jones Lang LaSalle ......................... S-178
JWT ........................................ S-184
L ( ) ...................................... S-133
Lehman ..................................... S-163
Level 3 .................................... S-163
LIBOR ...................................... S-249
LIBOR Business Day ......................... S-250
LIBOR Determination Date ................... S-250
Liquidation Fee ............................ S-231
LNR ........................................ S-225
Loan Group 1 ............................... S-104
Loan Group 1 Principal Distribution
Amount ..................................... S-264
Loan Group 2 ............................... S-104
S-314
Loan Group 2 Principal Distribution
Amount ................................. S-264
Loan Groups ............................ S-104
Loan Pair .............................. S-223
Loan per Sq. Ft., Unit, Pad or Room..... S-132
Lockout ................................ S-133
Lockout Period ......................... S-133
Lowe's Home Improvement Loan ........... S-113
LTV at ARD or Maturity ................. S-132
Majority Subordinate
Certificateholder ...................... S-282
Master Servicer ........................ S-224
Master Servicing Fee ................... S-230
Master Servicing Fee Rate .............. S-230
Maturity Date LTV Ratio ................ S-132
Metropolitan Square Companion
Loan ................................... S-114
Metropolitan Square Control
Appraisal Period ....................... S-117
Metropolitan Square Intercreditor
Agreement .............................. S-115
Metropolitan Square Loan ............... S-113
Metropolitan Square Special Event of
Default ................................ S-118
Metropolitan Square Subordinate
Loan ................................... S-178
Mezz Cap Companion Loans ............... S-114
Mezz Cap Intercreditor Agreement ....... S-115
Mezz Cap Intercreditor Agreements....... S-115
Mezz Cap Loans ......................... S-114
Money Rates ............................ S-273
Moody's ................................ S-306
Mortgage ............................... S-104
Mortgage Deferred Interest ............. S-248
Mortgage File .......................... S-216
Mortgage Loan Purchase Agreement........ S-214
Mortgage Loan Purchase
Agreements ............................. S-214
Mortgage Loans ......................... S-104, S-230
Mortgage Note .......................... S-104
Mortgage Pool .......................... S-104
Mortgage Rate .......................... S-106
Mortgaged Property ..................... S-104
NA ..................................... S-134
Natori ................................. S-190
NAV .................................... S-134
Net Aggregate Prepayment Interest
Shortfall .............................. S-264
Net Cash Flow .......................... S-131
net cash flow .......................... S-131
Net Mortgage Rate ...................... S-253
NGP .................................... S-167
NGP Rubicon GSA Pool
Intercreditor Agreement ................ S-115
NGP Rubicon GSA Pool Loan .............. S-113, S-167
NGP Rubicon GSA Pool Pari Passu
Companion Loan ......................... S-114, S-167
NGP Rubicon GSA Pool Whole
Loan ................................... S-114
Nomura ................................. S-105, S-214
Nomura Co-Lender Loans ................. S-113
Nomura Mortgage Loans .................. S-214
Nomura Securities ...................... S-306
Non-Offered Certificates ............... S-243
Nonrecoverable P&I Advance ............. S-272
Northrop ............................... S-171
NRSRO .................................. S-306
O ( ) .................................. S-133
Occupancy Percentage ................... S-133
Offered Certificates ................... S-243
OID Regulations ........................ S-302
Open Period ............................ S-133
Option Price ........................... S-240
Original Term to Maturity .............. S-134
Pari Passu Companion Loans ............. S-115
Pari Passu Intercreditor Agreements..... S-115
Pari Passu Loans ....................... S-115
Participants ........................... S-244
Party in Interest ...................... S-307
Periodic Payments ...................... S-106
Plan ................................... S-306
Pooling and Servicing Agreement ........ S-243
Prepayment Interest Excess ............. S-230
Prepayment Interest Shortfall .......... S-230
Prepayment Premiums .................... S-267
Pride .................................. S-184
Primary Collateral ..................... S-221
Principal Distribution Amount .......... S-264
Privileged Person ...................... S-280
Prudential ............................. S-187
PTE .................................... S-306
Purchase Option ........................ S-240
Purchase Price ......................... S-217
P&I Advance ............................ S-271
Qualified Appraiser .................... S-275
Qualified Substitute Mortgage Loan ..... S-217
Rated Final Distribution Date .......... S-2, S-281
Rating Agencies ........................ S-311
Rating Agency Trigger Event ............ S-286
Raytheon ............................... S-171
Realized Losses ........................ S-270
Reimbursement Rate ..................... S-273
S-315
REIT .................................... S-303
Related Proceeds ........................ S-272
Remaining Amortization Term ............. S-133
remaining term .......................... S-107
Remaining Term to Maturity .............. S-133
REMIC ................................... S-29
REMIC Administrator ..................... S-283
REMIC I ................................. S-29, S-302
REMIC II ................................ S-29, S-302
REMIC Regular Certificates .............. S-243
REMIC Regulations ....................... S-302
REMIC Residual Certificates ............. S-243
Rental Property ......................... S-131
REO Extension ........................... S-241
REO Mortgage Loan ....................... S-266
REO Property ............................ S-227
Replacement Reserve ..................... S-134
Required Appraisal Date ................. S-274
Required Appraisal Loan ................. S-274
Restricted Group ........................ S-306
Restricted Servicer Reports ............. S-279
revenue ................................. S-131
Rubicon ................................. S-167
Rules ................................... S-244
San Felipe Plaza Companion Loan ......... S-114
San Felipe Plaza Intercreditor
Agreement ............................... S-115
San Felipe Plaza Loan ................... S-113
Scenario ................................ S-294
Scheduled Payment ....................... S-266
Securities Act .......................... S-243
Sempra .................................. S-193
Sequential Pay Certificates ............. S-243
Servicing Fees .......................... S-231
Servicing Standard ...................... S-223
Servicing Transfer Event ................ S-227
Similar Law ............................. S-306
SNDA .................................... S-234
Sonoma Valley Inn Loan .................. S-113
Special Servicer ........................ S-225
Special Servicing Fee ................... S-231
Special Servicing Fee Rate .............. S-231
Specially Serviced Mortgage Loans ....... S-227
Specially Serviced Trust Fund Assets..... S-227
Stated Principal Balance ................ S-253
Subordinate Certificates ................ S-243
Subordinate Companion Loans ............. S-115
Substitution Shortfall Amount ........... S-217
Swap Default ............................ S-287
Swap Premium ............................ S-304
S&P ..................................... S-306
Table Assumptions ....................... S-294
Terms and Conditions .................... S-245
Thomas Properties ....................... S-184, S-193
TI/LC Reserve ........................... S-134
Trust Fund .............................. S-243
Trustee ................................. S-283
Underwriter ............................. S-306
Underwriters ............................ S-310
Underwriting Agreement .................. S-310
Underwritten Replacement Reserves........ S-133
Unrestricted Servicer Reports ........... S-279
USA ..................................... S-167
Vandale ................................. S-190
Voting Rights ........................... S-282
WA ...................................... S-133
Wachovia ................................ S-105, S-214
Wachovia Co-Lender Loans ................ S-113
Wachovia Mortgage Loans ................. S-214
Wachovia Securities ..................... S-306
Weighted Average Net Mortgage
Rate .................................... S-252
weighted averages ....................... S-133
Whole Loan .............................. S-115
Whole Loans ............................. S-115
Williams ................................ S-163
Workout Fee ............................. S-231
Workout-Delayed Reimbursement
Amount .................................. S-273
Year Built .............................. S-133
Yield Maintenance Charges ............... S-267
YM ( ) .................................. S-133
S-316
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C21
ANNEX A-1
- ---------
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
MORTGAGE LOAN
LOAN GROUP
NUMBER NUMBER PROPERTY NAME ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
1 1 85 Tenth Avenue 85 Tenth Avenue
2 1 NGP Rubicon GSA Pool(1) Various
2.01 Rubicon NGP - Burlington, NJ 1900 River Road
2.02 Rubicon NGP - Sacramento, CA 1325 J Street
2.03 Rubicon NGP - Suffolk, VA 116 Lake View Parkway
2.04 Rubicon NGP - Washington, DC 999 E Street, NW
2.05 Rubicon NGP - Kansas City, KS 901 North Fifth Street
2.06 Rubicon NGP - San Diego, CA 8808 and 8810 Rio San Diego Drive
2.07 Rubicon NGP - Concord, MA 696 Virginia Road
2.08 Rubicon NGP - Philadelphia, PA 1600 Callowhill Street
2.09 Rubicon NGP - Huntsville, AL 4820 University Square
2.10 Rubicon NGP - Houston, TX 1433 West Loop South
2.11 Rubicon NGP - Providence, RI 380 Westminster Street
2.12 Rubicon NGP - Aurora, CO 16401 East CentreTech Parkway
2.13 Rubicon NGP - Lakewood, CO 755 Parfet Street
2.14 Rubicon NGP - Norfolk, VA 150 Corporate Boulevard
3 1 1000 & 1100 Wilson(1) 1000-1100 Wilson Boulevard
4 1 Abbey Pool Various
4.01 Transpark Office Complex 2910-3072 East Inland Empire Boulevard
4.02 Colton Courtyard 1200-1350 East Washington Street
4.03 Sierra Gateway Business Center 39959 & 40015 Sierra Highway
4.04 10th Street Commerce Center 44204-44276 West Tenth Street
4.05 Transpark Industrial Complex 2910-3072 East Inland Empire Boulevard
4.06 Palmdale Place Commerce Center 2211-2361 East Palmdale Boulevard
4.07 Fresno Industrial Center 720 E. North Avenue & 2904/2998 South Angus Avenue
4.08 Nevada Street Plaza 1915 West Redlands Boulevard and 721 Nevada Street
4.09 Tozai Plaza 1741-1751 West Redondo Beach Boulevard
4.10 Upland Commerce Center 1379-1399 East Foothill Boulevard
4.11 Rancho Carmel Commerce Center 12125-12165 Alta Carmel Court
4.12 Braden Court 1337 West Braden Court
4.13 Airpark Plaza 7201-7209 Arlington Avenue
4.14 30th Street Commerce Center 3005 East Palmdale Boulevard
4.15 Atlantic Plaza 5152-5190 Atlantic Avenue
4.16 Diamond Bar Commerce Center 23535-23555 Palomino Drive
4.17 Goodrich Office Park 1436 Goodrich Boulevard
4.18 Garden Grove Town Center 9918 West Katella Avenue
4.19 Anaheim Stadium Industrial Park 2419 East Winston Road
4.20 25th Street Commerce Center 2501-2505 East Palmdale Boulevard
5 1 Metropolitan Square 211 North Broadway
6 1 San Felipe Plaza 5847 San Felipe Road
7 1 Extra Space Teamsters Pool Various
7.01 Extra Space Teamsters - River Edge, NJ 487 Hackensack Avenue
7.02 Extra Space Teamsters - Los Alamitos, CA 3592 Cerritos Avenue
7.03 Extra Space Teamsters - Secaucus, NJ 101 Paterson Plank Road
7.04 Extra Space Teamsters - Reston, VA 12260 Sunrise Valley Drive
7.05 Extra Space Teamsters - Burtonsville, MD 15221 Dino Drive
7.06 Extra Space Teamsters - Santee, CA 10115 Mission Gorge Road
7.07 Extra Space Teamsters - Santa Rosa, CA 2053 West Steel Lane
7.08 Extra Space Teamsters - North Lauderdale, FL 7400 West McNab Road
7.09 Extra Space Teamsters - Farmington Hills, MI 38875 Grand River Avenue
7.10 Extra Space Teamsters - Egg Harbor Township, NJ 6698 Washington Avenue
7.11 Extra Space Teamsters - Miramar, FL 3590 South State Road 7
7.12 Extra Space Teamsters - Dallas, TX 5431 Lemmon Avenue
7.13 Extra Space Teamsters - Fall River, MA 55 Father DeValles Boulevard
7.14 Extra Space Teamsters - Richmond, VA 3600 West End Drive
7.15 Extra Space Teamsters - Fallbrook, CA 372 West Aviation Road
7.16 Extra Space Teamsters - Phoenix, AZ 17407 North Cave Creek Road
7.17 Extra Space Teamsters - Salisbury, MA 143 Lafayette Road
7.18 Extra Space Teamsters - Memphis (Winchester Road), TN 7301 Winchester Road
7.19 Extra Space Teamsters - Scotts Valley, CA 90 Santas Village Road
7.20 Extra Space Teamsters - Waterford, MI 2019 Dixie Highway
7.21 Extra Space Teamsters - Broomfield, CO 4861 West 120th Avenue
7.22 Extra Space Teamsters - Louisville, KY 7900 Dixie Highway
7.23 Extra Space Teamsters - Saugerties, NY 2820 Route 32
7.24 Extra Space Teamsters - Memphis (Kirby Parkway), TN 4649 Kirby Parkway
7.25 Extra Space Teamsters - Acworth, GA 4902 Lake Acworth Drive
7.26 Extra Space Teamsters - Albuquerque, NM 11820 Lomas Boulevard NE
7.27 Extra Space Teamsters - Pasadena, TX 3601 Red Bluff Road
7.28 Extra Space Teamsters - Columbus, OH 2087 South Hamilton Road & 2140 Cloverleaf Street E
8 1 180 Madison Avenue 180 Madison Avenue
9 1 2500 City West 2500 Citywest Boulevard
10 1 Bryan Tower 2001 Bryan Street
11 1 6116 Executive Boulevard 6116 Executive Boulevard
12 1 Crossings at Corona - Phase III NEC Interstate Highway 15 and Cajalco Road
13 1 Hilton Garden Inn - Washington, DC 815 14th Street NW
14 1 1370 Broadway 1370 Broadway
15 1 Extra Space VRS Pool Various
15.01 Extra Space VRS - Long Island City, NY 3602 Northern Boulevard
15.02 Extra Space VRS - Wheaton, MD 10839 Georgia Avenue
15.03 Extra Space VRS - Long Beach, CA 2101 East Carson Street
15.04 Extra Space VRS - Germantown, MD 13200-B Wisteria Drive
15.05 Extra Space VRS - Lodi, NJ 140 State Route 17
15.06 Extra Space VRS - Huntington Beach, CA 7531 McFadden Avenue
15.07 Extra Space VRS - Davie, FL 6550 West State Road 84
15.08 Extra Space VRS - Beaverton, OR 11430 SW Murray Boulevard
15.09 Extra Space VRS - Lincoln Park, MI 1928 London Avenue
15.10 Extra Space VRS - North Attleborough, MA 720 South Washington Street
15.11 Extra Space VRS - Las Vegas, NV 4901 West Oakey
15.12 Extra Space VRS - Campbell, CA 241 West Sunnyoaks
15.13 Extra Space VRS - Dallas, TX 18530 North Dallas Parkway
15.14 Extra Space VRS - Stone Mountain, GA 735 Hambrick Road
15.15 Extra Space VRS - Miami, FL 17531 NW 2nd Avenue
15.16 Extra Space VRS - Albuquerque, NM 11930 Central Avenue, SE
15.17 Extra Space VRS - Baldwin Park, CA 12737 Garvey Avenue
15.18 Extra Space VRS - Flanders, NJ 115 Bartley Road
15.19 Extra Space VRS - Clute, TX 807 Brazos Park Drive
15.20 Extra Space VRS - Memphis (Gateway Drive), TN 1235 Gateway Drive
15.21 Extra Space VRS - Joliet, IL 3481 Mall Loop Road
15.22 Extra Space VRS - Memphis (Madison Avenue), TN 1075 Madison Avenue
16 1 City Place Retail Center SWC 6th Street and Long Beach Boulevard and SEC 6th
Street and Pine Avenue
17 1 110 North Wacker Drive 110 North Wacker Drive
18 1 Park Place II 4726 Natomas Boulevard
19 1 Phillips Lighting 200 Franklin Square Drive
20 1 The Hinman Pool Various
20.01 Abbott Center 1400 & 1500 Abbott Road
20.02 Glenwood Hills Corporate Center 3196 Kraft Avenue SE
20.03 Trestlebridge Office Center 5148, 5220, 5228, 5250 Lovers Lane
20.04 Fifth Third Bank Building 67 Michigan Avenue
20.05 77 Monroe Center 77 Monroe Center
20.06 Bolingbrook Commons 324-396 South Bolingbrook Drive
20.07 Capital Center 2545 Capital Avenue
21 1 Taurus Pool Various
21.01 Shelton Technology Center 30, 50, and 70 Technology Center Drive
21.02 IVAX Warehouse Facility 100 Precision Drive
21.03 CEC Entertainment Facility 4441 West Airport Freeway
21.04 Comcast Building 55 Concord Street
21.05 Nashua Village 590 Amherst Street
21.06 Wal-Mart - West Point, MS 1445 Highway 45A North
22 1 Embassy Suites & Casino - San Juan, PR 8000 Calle Tartak
23 2 The Reserve Pool Various
23.01 The Reserve at Greenwood Apartments 1602 Green Mountain Drive
23.02 The Reserve at Foxrun Apartments 1912 Green Mountain Road
23.03 The Reserve at Walnut Ridge Apartments 1601 North Shackleford Road
24 2 Willow Cove Apartments 9300 South Redwood Road
25 1 Cayman Bay Apartments 2701 North Rainbow Boulevard
26 1 The Lexington Apartments 510-512 Old Hickory Boulevard
27 2 Fath - Fairfield Pointe 2400 Albemarle Drive
28 2 San Palmilla Apartments 750 West Baseline Road
29 1 Centrum North 1120 West La Veta
30 1 Marriott Courtyard - Burbank, CA 2100 Empire Avenue
31 1 Brook Arbor Apartments 200 Brook Arbor Drive
32 1 One City Center 14-32 Temple Street & 214-232 Federal Street - One
City Center
33 1 The Prescott Hotel & Postrio Restaurant 545 Post Street
34 1 Dadeland Centre I 9255 South Dadeland Boulevard
35 1 FBI Office Building 1100 18th Street North
36 1 Meridian Bank Tower 3550 North Central Avenue
37 1 Palmetto Pointe Apartments 3919 Carnegie Avenue
38 1 Rivercrest Apartments 280 River Road
39 1 Airport Boulevard Pool Various
39.01 Holiday Inn Express - Morrisville, NC 1014 Airport Boulevard
39.02 Hampton Inn - Morrisville, NC 1010 Airport Boulevard
39.03 Staybridge Inn - Morrisville, NC 1012 Airport Boulevard
40 2 Palisades Apartments 3201 East Hargrove Road
41 1 Abbott Laboratories 1850 Norman Drive North
42 2 Excalibur Apartments 123 112th Avenue NE
43 1 Office Depot Building 750 Park of Commerce Drive
44 1 Washington Hudson Retail 51-83 Washington Street
45 1 Hilton - Longboat Key, FL 4711 Gulf of Mexico Drive
46 1 Presidential Tower 302 East John Street
47 2 Creekside at Northlake 8299 Small Block Road
48 1 Wal-Mart Way Crossing 1434, 1437, 1445 Sam's Drive
49 2 Briarwood North Apartments 7398 Dakin Street
50 1 BJ's Wholesale Club 4000 Nesconset Highway
51 1 Border Patrol Facility 3902 South Expressway 77
52 1 Extra Space - Bethesda, MD 5140 River Road
53 2 Fath - Boulders 6337 Duck Creek Drive
54 1 Valassis Communications World Headquarters 19975 Victor Parkway
55 1 Country Inn & Suites (Bloomington) 5120 American Blvd West
56 1 Pleasant Hills MHP 234 Hill Drive
57 1 Hawthorne- Circuit City 14600 South Ocean Gate Avenue
58 2 Madalyn Landing 500 Malabar Road Southwest
59 1 Loganville Town Center 4253 Atlanta Highway
60 1 Lawrenceville Town Center GA Highway 20 & Gwinnett Drive SW
61 1 San Pedro Towne Center 7122 San Pedro Avenue
62 1 Deer Run MHP Birdell Road & Route 322
63 1 Cedar Manor MHP 94 Cedar Manor
64 1 Lowe's - Windham, ME(2) Manchester Drive
65 1 Extra Space - Oceanside, CA 4567 Oceanside Boulevard
66 1 Emerald Suites 2200 West Bonanza Road
67 1 Extra Space - Arnold, MD 1699 Baltimore Annapolis Boulevard
68 1 Sonoma Valley Inn 550 Second Street West
69 1 The Orchards Apartments 5034 West Bullard Avenue
70 2 Hilton Mobile Estates 901 Joy Road
71 1 1780 Fourth Street 1780 4th Street
72 1 Maywood Village 4401-4487 East Slauson Avenue
73 1 Tarzana Tower 18321 Ventura Boulevard
74 1 Addison Place Retail Center 16950 Jog Road
75 1 Atrium of Grand Valley 3260 North 12th Street
76 1 Germantown Plaza Shopping Center 18736 County Line Road
77 1 Extra Space - Columbia, MD 10400 Old Columbia Road
78 1 Century Plaza 3560 W Century Boulevard
79 1 Grayson Village MHP 17240 Dumfries Road
80 2 The Woodlands of Tyler Apartment Homes 400 Grande Boulevard
81 1 New Market Crossing Shopping Center(2) 715 West Independence Boulevard
82 1 1500 Building 1500 N.W. 49th Street
83 2 Suncoast Place Apartments 999 NE 167th Street
84 1 Roundy's Monroe 246 8th Street
85 1 Extra Space - Phoenix, AZ 3770 East Bell Road
86 1 Indian Creek MHP 3524 Sherman Drive
87 1 Keystone Ridge Apartments 14209 103rd Avenue Court East
88 1 Extra Space - Johnston, RI 1640 Hartford Avenue
89 2 Fath - Princeton Court 6121 Melody Lane
90 1 Horizon Plaza 3825 East Calumet Street
91 2 Terrace Pointe 8101 Langdon Avenue
92 2 Heritage Gardens Apts 2501 148th Avenue SE
93 1 Brookhaven MHP 332 Gosling Drive
94 1 Las Colinas Village Retirement Center 500 Paisano Road NE
95 1 Barry Health Center 28500 Orchard Lake Road
96 1 Mill Creek MHP Dustin Road
97 1 Holiday Inn Express & Suites_Tampa, FL 9402 Corporate Lake Drive
98 1 Extra Space - Falls Church, VA 5821 Seminary Road
99 2 Stanford Oaks Apartments 2035 Idlewood Road
100 1 Newhope 17075 Newhope Street
101 1 Extra Space - Hemet, CA 750 South Sanderson Avenue
102 1 Oak Park & Waters Hanley Pool Various
102.01 Waters Hanley Plaza 7511 - 7553 West Waters Avenue
102.02 Oak Park Shopping Center 729A, 731 and 731A West Lumsden Road
103 1 Angler's Green MHP 3500 State Road 37 North
104 1 Spanish Mission Apartments 422 Connell Road
105 2 Lake Perris Village MHC 350 East San Jacinto Avenue
106 1 Newberry Farms MHP 700 Cassel Road
107 2 Ocean Breeze 1021 and 1132 North Wilmington Boulevard
108 1 Parkside Apartments 1801 South Cutler Drive
109 1 Meadowview MHP 2900 Oakland Road
110 1 Walgreens - Salt Lake City, UT 531 East 400 SOuth
111 2 Sagecrest Apartments 1050 Connolly Drive
112 2 Regency Apartments 1251 McDaniel Lane Southeast
113 1 Antioch Crossing Shopping Center Route 173/Deep Lake Road
114 1 Walgreens - Sandy, UT 9426 South 700 Street
115 2 Fath - Canyon Creek 10951 Stone Canyon Road
116 1 Lynnhaven Square Shopping Center 2077 Lynnhaven Parkway
117 2 Manor Pointe 12129 Manor Drive
118 2 Silver Eagle MHP 411 West Silver Eagle Road
119 1 Fairfield Inn & Suites - Winston Salem, NC 1680 Westbrook Plaza Drive
120 2 Sun Terrace 8437 Cedros Avenue
121 1 Extra Space - Chicago (South Wabash Avenue), IL 1255 South Wabash Avenue
122 1 Extra Space - Fort Myers, FL 16590 San Carlos Boulevard
123 2 View Pointe 2959 Leeward Avenue
124 2 Sierra Park Apartments 1314 West 8th Street
125 1 Willow View Office Building(2) 74130 Country Club Drive
126 1 Holiday Inn Express - Richmond, VA 9933 Mayland Drive
127 1 City Center Retail 200-240 MAC and 301 East Grand River Avenues
128 1 Extra Space - Sacramento, CA 5770 Auburn Boulevard
129 1 Walgreens - Waldorf, MD 25 High Street
130 1 West Park Place Building III 2700-2736 NC Highway 55 W
131 1 Smokey Point Plaza 3323 & 3411 169th Place Northeast
132 1 Extra Space - Towson, MD 1 East Joppa Road
133 2 Hunter's Court 8550 Spring Valley Road
134 1 Jewel (Dixon) 1380 North Galena Avenue
135 1 Fairfield Inn & Suites - Charlottesville, VA 577 Branchlands Boulevard
136 1 Extra Space - West Palm Beach, FL 7285 Southern Boulevard
137 1 Harrington Place 1700 Alma Drive
138 2 Summer View 9510 Van Nuys Boulevard
139 2 White Sands 13199 Ocotillo Road
140 1 CVS - Baton Rouge 11705 Coursey Boulevard
141 2 Fath - Gateway 782 Gatewood Drive
142 1 CVS - Independence, MO 1545 East 23rd Street
143 1 Vallecitos Commerce Center 1144 Los Vallecitos Boulevard
144 1 Newberry Estates MHP 3050 Old Trail Road
145 1 CVS - Chicago, IL 4800 North Damen Avenue
146 1 Value Self Storage - Sarasota, FL (Honore) 5150 University Parkway
147 1 Eckerd - Spartanburg, SC 4010 Anderson Mill Road
148 1 Extra Space - Watsonville, CA 1478 Freedom Boulevard
149 1 Walgreens - Midvale, UT 7203 South State Street
150 1 Walgreens - Fayetteville, AR 300 East Township Street
151 1 Walgreens - Chester, VA 4238 West Hundred Road
152 1 331 South Rio Grande Street 331 South Rio Grande Street
153 1 Walgreens - New Bern, NC 2001 Neuse Boulevard
154 1 Extra Space - Chicago (West Addison Street), IL 4400 West Addison Street
155 1 CVS - Lago Vista, TX 20601 FM 1431
156 1 Holiday Inn Express - Durham, NC 2516 Guess Road
157 1 Eckerd - Travelers Rest, SC 6505 State Park Road
158 1 INS Building - South Portland, ME 176 Gannett Drive
159 2 Port of Call MHP 4159 Dove Road
160 1 Walgreens - Louisville, KY 9801 Brownsboro Road
161 1 Walgreens - Staten Island, NY(2) 758 Arthur Kill Road
162 2 Evergreen 10800 South Main Street
163 2 Fath - Viewpoint 10602 Stone Canyon Road
164 1 Extra Space - Louisville, KY 5807 Bardstown Road
165 1 Tempe Towne Plaza 827-833 South Rural Road & 933 East University Drive
166 1 Hampton Inn - Cornelius, NC 19501 Statesville Road
167 1 Extra Space - Chicago (West Harrison Street), IL 707 West Harrison Street
168 1 Extra Space - Columbus, OH 2160 Innis Road
169 1 Northwood Manor MHP 3050 York Haven Road
170 2 Suncrest 8553 Sepulveda Boulevard
171 2 Wellington Place Apartments 3002, 3004, 3102, & 3104 Edward Hoffman Drive
172 1 Value Self Storage - Sarasota, FL (University Square) 3265 University Parkway
173 2 Quebec House Apartments 4050 Valley View Lane
174 1 Eckerd - Hayes, VA 2460 George Washington Memorial Highway
175 2 High Park Apartments 100 High Park Drive
176 2 Villa De La Rosa 7862 Lankershim Avenue
177 1 Best Buy - Tupelo, MS 3040 North Gloster Street
178 1 Extra Space - Cordova, TN 900 North Germantown Parkway
179 2 Fath - Woodbridge 10702 Stone Canyon Road
180 1 Ashford Hills Apartments 95 Varga Road
181 1 975 Morris Park Avenue 975 Morris Park Avenue
182 2 The Meadows Apartments 14026 Paramount Boulevard
183 1 Walgreens - Wilson, NC 2653 Ward Boulevard
184 2 Northridge Palm Apartments 8651 and 8661 Wilbur Street
185 2 New Peachtree Apartments 3359 Hood Avenue
186 1 Spring Meadows at Valley Forge 1210 Charlestown Road
187 2 Sunrise Apartments 38257 12th Street East
188 1 Value Self Storage - Holiday, FL 3118 US Highway 19
189 1 Citadel International 5950 Hazeltine National Drive
190 2 Parkglen Apartments 38308 Division Street
191 2 Cedar Pointe 12638 Cedar Avenue
192 1 Walgreens-Pulaski 620 West College Street
193 1 Extra Space - Mount Clemens, MI 24651 North River Road
194 2 Courtyard Apartments 38665 11th Street East
195 1 Madison Square 2501-2589 Atlanta Highway
196 1 Kimball Crossing Shopping Center 4260 Kimball Bridge Road
197 1 Office Depot - Oklahoma City, OK 2724 NW Expressway
198 1 Alpine Self Storage - Eagle, CO 800 & 824 Chambers Avenue
199 1 Town Center 3708 Town Center Boulevard
200 1 Stor-All - Duluth, GA 2423 Pleasant Hill Road
201 1 Advance Auto Parts - Cincinnati, OH 5304 Glenway Avenue
202 2 Casa Brae 815 South Bonnie Brae Street
203 1 Value Self Storage - Venice, FL 3000 South Tamiami Trail
204 1 CVS - Whiteville, NC 902 North J.K. Powell Boulevard
205 2 Royal Palms 38700 10th Street East
206 1 CVS - Cleveland, TX 108 North Washington Avenue
207 1 Extra Space - Grandville, MI 4438 Spartan Industrial Drive SW
208 2 Highland Meadows (Fayette) 5708 and 5712 Fayette Street
209 2 Sunridge Apartments 38665 12th Street East
210 1 Rite Aid - St. Marys, OH 1502 Executive Drive
211 2 Highland Meadows (Meridian) 5618 Meridian Street
212 1 Tractor Supply - Woodstock, VA 541 West Reservoir Road
213 2 China Gate 236 and 254 Avenue 24
214 2 Highland Spring (Vallejo) 2141 Vallejo Street and 2511 Verde Street
215 2 South View Apartments 839 South Carondelet Street
216 1 Extra Space - Kent, OH 950 Cherry Street
217 1 Addison Place Bank Out Parcel 16950 Jog Road
218 2 South View (Broadway) 7520 South Broadway Boulevard
219 1 Tractor Supply - Glasgow, KY 3300 Veterans Outer Loop
220 2 South View (Main) 11924 South Main Street
221 2 York Pointe 11651 & 11652 York Avenue
222 1 U Stow N Go - Clearwater, FL 2166 Drew Street
223 2 Forest View Apartments 3344 Chapman Street
224 1 Park Glen Market Place 5421 Basswood Boulevard
225 2 Highland Springs (Lincoln Park) 2339 Lincoln Park Avenue
226 1 Tractor Supply - Paducah, KY 5525 US Highway 60 West
227 1 Extra Space - Grandview, MO 14300 South US Highway 71
228 2 Rio Grande 38572 10th Place East
229 2 Santa Fe Apartments 38604 10th Street East
230 2 Village Square 25847 East 9th Street
231 2 South View (Avalon) 4200 and 4206 South Avalon Boulevard
232 2 Highland Meadows 43, 44 144 East Avenue 44 and 147 East Avenue 43
233 2 Woodglen Apartments 316 East Avenue Q-7
MORTGAGE
LOAN CROSS COLLATERALIZED AND CROSS
NUMBER CITY STATE ZIP CODE DEFAULTED LOAN FLAG
- ---------------------------------------------------------------------------------------------------------------------------------
1 New York NY 10011
2 Various Various Various
2.01 Burlington NJ 08016
2.02 Sacramento CA 95814
2.03 Suffolk VA 23435
2.04 Washington DC 20239, 20463
2.05 Kansas City KS 66101
2.06 San Diego CA 92108
2.07 Concord MA 01742
2.08 Philadelphia PA 19130
2.09 Huntsville AL 35816
2.10 Houston TX 77027
2.11 Providence RI 02903
2.12 Aurora CO 80011
2.13 Lakewood CO 80215
2.14 Norfolk VA 23502
3 Arlington VA 22209
4 Various CA Various
4.01 Ontario CA 91764
4.02 Colton CA 92324
4.03 Palmdale CA 93550
4.04 Lancaster CA 93534
4.05 Ontario CA 91764
4.06 Palmdale CA 93550
4.07 Fresno CA 93725
4.08 Redlands CA 92374
4.09 Gardena CA 90247
4.10 Upland CA 91786
4.11 San Diego CA 92128
4.12 Orange CA 92868
4.13 Riverside CA 92504
4.14 Palmdale CA 93550
4.15 Long Beach CA 90805
4.16 Diamond Bar CA 91765
4.17 Los Angeles CA 90022
4.18 Garden Grove CA 92840
4.19 Anaheim CA 92806
4.20 Palmdale CA 93550
5 Saint Louis MO 63102
6 Houston TX 77057
7 Various Various Various
7.01 River Edge NJ 07661
7.02 Los Alamitos CA 90720
7.03 Secaucus NJ 07094
7.04 Reston VA 20191
7.05 Burtonsville MD 20866
7.06 Santee CA 92071
7.07 Santa Rosa CA 95403
7.08 North Lauderdale FL 33068
7.09 Farmington Hills MI 48335
7.10 Egg Harbor Township NJ 08234
7.11 Miramar FL 33023
7.12 Dallas TX 75209
7.13 Fall River MA 02723
7.14 Richmond VA 23294
7.15 Fallbrook CA 92028
7.16 Phoenix AZ 85032
7.17 Salisbury MA 01952
7.18 Memphis TN 38125
7.19 Scotts Valley CA 95066
7.20 Waterford MI 48328
7.21 Broomfield CO 80020
7.22 Louisville KY 40258
7.23 Saugerties NY 12477
7.24 Memphis TN 38141
7.25 Acworth GA 30101
7.26 Albuquerque NM 87112
7.27 Pasadena TX 77503
7.28 Columbus OH 43232
8 New York NY 10016
9 Houston TX 77042
10 Dallas TX 75201
11 Rockville MD 20852
12 Corona CA 92881
13 Washington DC 20005
14 New York NY 10018
15 Various Various Various
15.01 Long Island City NY 11101
15.02 Wheaton MD 20902
15.03 Long Beach CA 90807
15.04 Germantown MD 20874
15.05 Lodi NJ 07644
15.06 Huntington Beach CA 92647
15.07 Davie FL 33317
15.08 Beaverton OR 97008
15.09 Lincoln Park MI 48146
15.10 North Attleborough MA 02760
15.11 Las Vegas NV 89115
15.12 Campbell CA 95008
15.13 Dallas TX 75287
15.14 Stone Mountain GA 30083
15.15 Miami FL 33169
15.16 Albuquerque NM 87123
15.17 Baldwin Park CA 91706
15.18 Flanders NJ 07836
15.19 Clute TX 77531
15.20 Memphis TN 38116
15.21 Joliet IL 60431
15.22 Memphis TN 38104
16 Long Beach CA 90802
17 Chicago IL 60606
18 Sacramento CA 95835
19 Franklin Township NJ 08873
20 Various Various Various
20.01 East Lansing MI 48823
20.02 Grand Rapids MI 49512
20.03 Portage MI 49002
20.04 Battle Creek MI 49017
20.05 Grand Rapids MI 49503
20.06 Bolingbrook IL 60440
20.07 Battle Creek MI 49015
21 Various Various Various
21.01 Shelton CT 06484
21.02 Walton KY 41094
21.03 Irving TX 75062
21.04 North Reading MA 01864
21.05 Nashua NH 03063
21.06 West Point MS 39773
22 Carolina PR 00979
23 Little Rock AR 72211
23.01 Little Rock AR 72211
23.02 Little Rock AR 72211
23.03 Little Rock AR 72211
24 West Jordan UT 84088
25 Las Vegas NV 89108
26 Nashville TN 37209
27 Fairfield OH 45014 Fath Portfolio
28 Tempe AZ 85282
29 Orange CA 92868
30 Burbank CA 91504
31 Cary NC 27519
32 Portland ME 04101
33 San Francisco CA 94102
34 Miami FL 33156
35 Birmingham AL 35203
36 Phoenix AZ 85012
37 Myrtle Beach SC 29588
38 Piscataway NJ 08854
39 Morrisville NC 27560
39.01 Morrisville NC 27560
39.02 Morrisville NC 27560
39.03 Morrisville NC 27560
40 Tuscaloosa AL 35405
41 Waukegan IL 60085
42 Bellevue WA 98004
43 Boca Raton FL 33487
44 Hoboken NJ 07030
45 Longboat Key FL 34228
46 Champaign IL 61820
47 Northlake TX 76262
48 City of Chesapeake VA 23321
49 Denver CO 80221
50 East Setauket NY 11733
51 Harlingen TX 78552
52 Bethesda MD 20816 Extra Space Portfolio #5
53 Garland TX 75043 Fath Portfolio
54 Livonia MI 48152
55 Bloomington MN 55437
56 Hamburg PA 19526 GSP Portfolio 3
57 Hawthorne CA 90250
58 Palm Bay FL 32907
59 Loganville GA 30052
60 Lawrenceville GA 30045
61 San Antonio TX 78216
62 Honey Brook PA 19344 GSP Portfolio 1
63 Elizabethtown PA 17022 GSP Portfolio 3
64 Windham ME 04062
65 Oceanside CA 92056 Extra Space Portfolio #5
66 Las Vegas NV 89106
67 Arnold MD 21012 Extra Space Portfolio #5
68 Sonoma CA 95476
69 Fresno CA 93722
70 Columbus GA 31906
71 Berkeley CA 94710
72 Maywood CA 90270
73 Los Angeles CA 91356
74 Delray Beach FL 33446 Addison Place Portfolio
75 Grand Junction CO 81506
76 Germantown WI 53022
77 Columbia MD 21046 Extra Space Portfolio #5
78 Inglewood CA 90303
79 Dumfries VA 22026 GSP Portfolio 3
80 Tyler TX 75703
81 Mount Airy NC 27030
82 Fort Lauderdale FL 33309
83 North Miami Beach FL 33162
84 Monroe WI 53566
85 Phoenix AZ 85032 Extra Space Portfolio #5
86 Macungie PA 18062 GSP Portfolio 3
87 Puyallup WA 98374
88 Johnston RI 02919 Extra Space Portfolio #5
89 Dallas TX 75231 Fath Portfolio
90 Appleton WI 54915
91 Van Nuys CA 91406
92 Bellevue WA 98007
93 York PA 17402 GSP Portfolio 1
94 Albuquerque NM 87123
95 Farmington Hills MI 48334
96 York PA 17402 GSP Portfolio 1
97 Tampa FL 33634
98 Falls Church VA 22041 Extra Space Portfolio #5
99 Tucker GA 30084
100 Fountain Valley CA 92708
101 Hemet CA 92545 Extra Space Portfolio #5
102 Various FL Various
102.01 Tampa FL 33615
102.02 Brandon FL 33511
103 Mulberry FL 33860
104 Valdosta GA 31602
105 Perris CA 92571
106 Manchester PA 17345 GSP Portfolio 2
107 Wilmington CA 90744 Multifamily Portfolio A
108 Tempe AZ 85281
109 Dover PA 17315 GSP Portfolio 1
110 Salt Lake City UT 84102
111 Elko NV 89801
112 Lacey WA 98503
113 Antioch IL 60002
114 Sandy UT 84070
115 Dallas TX 75230 Fath Portfolio
116 Virginia Beach VA 23451
117 Hawthorne CA 90250 Multifamily Portfolio B
118 Sacramento CA 95834
119 Winston Salem NC 27103
120 Panorama City CA 91402 Multifamily Portfolio C
121 Chicago IL 60605 Extra Space Portfolio #5
122 Fort Myers FL 33908 Extra Space Portfolio #5
123 Los Angeles CA 90005 Multifamily Portfolio B
124 Tempe AZ 85281
125 Palm Desert CA 92260
126 Richmond VA 23233
127 East Lansing MI 48933
128 Sacramento CA 95841 Extra Space Portfolio #5
129 Waldorf MD 20602 Nasar Portfolio
130 Cary NC 27519
131 Arlington WA 98223
132 Towson MD 21286 Extra Space Portfolio #5
133 Dallas TX 75240
134 Dixon IL 61021
135 Charlottesville VA 22901
136 West Palm Beach FL 33413 Extra Space Portfolio #5
137 Plano TX 75075
138 Arleta CA 91402 Multifamily Portfolio B
139 Desert Hot Springs CA 92240 Multifamily Portfolio C
140 Baton Rouge LA 70816
141 Garland TX 75043 Fath Portfolio
142 Independence MO 64055
143 San Marcos CA 92069
144 Etters PA 17370 GSP Portfolio 2
145 Chicago IL 60625
146 Sarasota FL 34243
147 Spartanburg SC 29301 Cole Portfolio
148 Watsonville CA 95076 Extra Space Portfolio #5
149 Midvale UT 84047
150 Fayetteville AR 72703
151 Chester VA 23831
152 Salt Lake City UT 84101
153 New Bern NC 28560
154 Chicago IL 60641 Extra Space Portfolio #5
155 Lago Vista TX 78645 Cole Portfolio
156 Durham NC 27705
157 Travelers Rest SC 29690
158 South Portland ME 04106
159 Port Huron MI 48060
160 Louisville KY 40241
161 Staten Island NY 10312
162 Los Angeles CA 90061 Multifamily Portfolio C
163 Dallas TX 75230 Fath Portfolio
164 Louisville KY 40291 Extra Space Portfolio #5
165 Tempe AZ 85281
166 Cornelius NC 28031
167 Chicago IL 60607 Extra Space Portfolio #5
168 Columbus OH 43224 Extra Space Portfolio #5
169 York Haven PA 17370 GSP Portfolio 1
170 North Hills CA 91343 Multifamily Portfolio B
171 Champaign IL 61820
172 Sarasota FL 34243
173 Farmers Branch TX 75244
174 Hayes VA 23072 Cole Portfolio
175 New Albany IN 47150
176 Highland CA 92346 Multifamily Portfolio C
177 Tupelo MS 38804
178 Cordova TN 38018 Extra Space Portfolio #5
179 Dallas TX 75230 Fath Portfolio
180 Ashford CT 06278
181 Bronx NY 10462
182 Paramount CA 90273 Multifamily Portfolio A
183 Wilson NC 27896
184 Northridge CA 91325 Multifamily Portfolio A
185 Chamblee GA 30341
186 Phoenixville PA 19460
187 Palmdale CA 93550 Multifamily Portfolio A
188 Holiday FL 34691
189 Orlando FL 32822
190 Palmdale CA 93550 Multifamily Portfolio A
191 Hawthorne CA 90250 Multifamily Portfolio B
192 Pulaski TN 38478
193 Mount Clemens MI 48043 Extra Space Portfolio #5
194 Palmdale CA 93550 Multifamily Portfolio A
195 Montgomery AL 36107
196 Alpharetta GA 30022
197 Oklahoma City OK 73112
198 Eagle CO 81631
199 Orlando FL 32837
200 Duluth GA 30096
201 Cincinnati OH 45238 Nasar Portfolio
202 Los Angeles CA 90057 Multifamily Portfolio A
203 Venice FL 34293
204 Whiteville NC 38401 Cole Portfolio
205 Palmdale CA 93550 Multifamily Portfolio C
206 Cleveland TX 77327
207 Grandville MI 49418 Extra Space Portfolio #5
208 Los Angeles CA 90042 Multifamily Portfolio C
209 Palmdale CA 93550 Multifamily Portfolio C
210 Saint Marys OH 45885 Cole Portfolio
211 Los Angeles CA 90042 Multifamily Portfolio B
212 Woodstock VA 22664 Cole Portfolio
213 Los Angeles CA 90031 Multifamily Portfolio A
214 Los Angeles CA 90031 and 90033 Multifamily Portfolio B
215 Los Angeles CA 90057 Multifamily Portfolio B
216 Kent OH 44240 Extra Space Portfolio #5
217 Delray Beach FL 33446 Addison Place Portfolio
218 Los Angeles CA 90003 Multifamily Portfolio C
219 Glasgow KY 42141
220 Los Angeles CA 90061 Multifamily Portfolio C
221 Hawthorne CA 90250 Multifamily Portfolio B
222 Clearwater FL 33765
223 Los Angeles CA 90065 Multifamily Portfolio B
224 Fort Worth TX 76137
225 Los Angeles CA 90031 Multifamily Portfolio C
226 Paducah KY 42001
227 Grandview MO 64030 Extra Space Portfolio #5
228 Palmdale CA 93550 Multifamily Portfolio A
229 Palmdale CA 93550 Multifamily Portfolio A
230 San Bernardino CA 92410 Multifamily Portfolio B
231 Los Angeles CA 90011 Multifamily Portfolio C
232 Los Angeles CA 90031 Multifamily Portfolio B
233 Palmdale CA 93550 Multifamily Portfolio A
MORTGAGE
LOAN MORTGAGE GENERAL SPECIFIC ORIGINAL LOAN CUT-OFF DATE LOAN
NUMBER LOAN SELLER PROPERTY TYPE PROPERTY TYPE BALANCE ($) BALANCE ($)
- ------------------------------------------------------------------------------------------------------------------------------------
1 Wachovia Office CBD 200,000,000.00 200,000,000.00
2 Artesia Various Various 194,500,000.00 194,500,000.00
2.01 Industrial Warehouse 41,006,000.00
2.02 Office CBD 28,736,000.00
2.03 Office Suburban 27,811,000.00
2.04 Office CBD 24,030,200.00
2.05 Office CBD 18,000,000.00
2.06 Office Suburban 10,759,000.00
2.07 Office Suburban 10,240,000.00
2.08 Office CBD 7,000,000.00
2.09 Office Suburban 6,983,200.00
2.10 Office Suburban 6,130,600.00
2.11 Office Suburban 6,090,000.00
2.12 Office Suburban 3,248,000.00
2.13 Office Suburban 2,720,200.00
2.14 Office Suburban 1,745,800.00
3 Wachovia Office Suburban 182,500,000.00 182,500,000.00
4 Wachovia Various Various 142,625,000.00 142,625,000.00
4.01 Office Suburban 20,175,000.00
4.02 Retail Anchored 14,100,000.00
4.03 Office Suburban 13,950,000.00
4.04 Retail Anchored 10,275,000.00
4.05 Industrial Flex 10,275,000.00
4.06 Retail Anchored 10,125,000.00
4.07 Industrial Warehouse 7,875,000.00
4.08 Mixed Use Office/Flex 7,725,000.00
4.09 Mixed Use Retail/Office 7,275,000.00
4.10 Retail Unanchored 5,880,000.00
4.11 Retail Unanchored 5,400,000.00
4.12 Office Suburban 4,425,000.00
4.13 Mixed Use Office/Industrial 4,370,000.00
4.14 Retail Unanchored 3,900,000.00
4.15 Retail Unanchored 3,600,000.00
4.16 Retail Unanchored 3,375,000.00
4.17 Office Suburban 2,700,000.00
4.18 Retail Shadow Anchored 2,625,000.00
4.19 Industrial Warehouse 2,400,000.00
4.20 Retail Unanchored 2,175,000.00
5 Wachovia Office CBD 125,500,000.00 125,500,000.00
6 Nomura Office Suburban 101,500,000.00 101,500,000.00
7 Wachovia Self Storage Self Storage 93,300,000.00 93,300,000.00
7.01 Self Storage Self Storage 10,140,833.00
7.02 Self Storage Self Storage 7,116,886.00
7.03 Self Storage Self Storage 6,663,037.00
7.04 Self Storage Self Storage 6,493,879.00
7.05 Self Storage Self Storage 5,839,413.00
7.06 Self Storage Self Storage 5,139,117.00
7.07 Self Storage Self Storage 4,712,176.00
7.08 Self Storage Self Storage 4,285,115.00
7.09 Self Storage Self Storage 3,810,299.00
7.10 Self Storage Self Storage 3,572,870.00
7.11 Self Storage Self Storage 3,290,309.00
7.12 Self Storage Self Storage 3,102,316.00
7.13 Self Storage Self Storage 3,081,771.00
7.14 Self Storage Self Storage 2,936,608.00
7.15 Self Storage Self Storage 2,560,630.00
7.16 Self Storage Self Storage 2,355,460.00
7.17 Self Storage Self Storage 2,224,070.00
7.18 Self Storage Self Storage 2,223,767.00
7.19 Self Storage Self Storage 2,128,972.00
7.20 Self Storage Self Storage 1,682,016.00
7.21 Self Storage Self Storage 1,665,745.00
7.22 Self Storage Self Storage 1,398,313.00
7.23 Self Storage Self Storage 1,384,979.00
7.24 Self Storage Self Storage 1,222,725.00
7.25 Self Storage Self Storage 1,161,842.00
7.26 Self Storage Self Storage 1,117,772.00
7.27 Self Storage Self Storage 1,008,401.00
7.28 Self Storage Self Storage 980,679.00
8 Wachovia Office CBD 75,000,000.00 75,000,000.00
9 Nomura Office Suburban 70,000,000.00 70,000,000.00
10 Wachovia Office CBD 69,000,000.00 69,000,000.00
11 Wachovia Office Suburban 65,188,000.00 65,188,000.00
12 Nomura Retail Anchored 62,000,000.00 62,000,000.00
13 Wachovia Hospitality Full Service 61,000,000.00 61,000,000.00
14 Wachovia Office CBD 60,000,000.00 60,000,000.00
15 Wachovia Self Storage Self Storage 52,100,000.00 52,100,000.00
15.01 Self Storage Self Storage 6,652,622.00
15.02 Self Storage Self Storage 5,011,908.00
15.03 Self Storage Self Storage 4,325,377.00
15.04 Self Storage Self Storage 4,307,877.00
15.05 Self Storage Self Storage 3,459,626.00
15.06 Self Storage Self Storage 3,192,749.00
15.07 Self Storage Self Storage 3,144,123.00
15.08 Self Storage Self Storage 2,837,523.00
15.09 Self Storage Self Storage 2,577,922.00
15.10 Self Storage Self Storage 2,467,708.00
15.11 Self Storage Self Storage 1,790,147.00
15.12 Self Storage Self Storage 1,680,066.00
15.13 Self Storage Self Storage 1,601,717.00
15.14 Self Storage Self Storage 1,317,536.00
15.15 Self Storage Self Storage 1,158,604.00
15.16 Self Storage Self Storage 1,156,030.00
15.17 Self Storage Self Storage 1,113,919.00
15.18 Self Storage Self Storage 1,072,090.00
15.19 Self Storage Self Storage 964,631.00
15.20 Self Storage Self Storage 940,324.00
15.21 Self Storage Self Storage 767,750.00
15.22 Self Storage Self Storage 559,751.00
16 Wachovia Retail Anchored 51,000,000.00 51,000,000.00
17 Wachovia Office CBD 48,000,000.00 48,000,000.00
18 Wachovia Retail Anchored 44,687,500.00 44,687,500.00
19 Nomura Office Suburban 41,000,000.00 41,000,000.00
20 Wachovia Various Various 39,000,000.00 39,000,000.00
20.01 Office Suburban 8,004,000.00
20.02 Office Suburban 6,166,000.00
20.03 Office Suburban 5,850,000.00
20.04 Office Suburban 5,800,000.00
20.05 Office Suburban 5,175,000.00
20.06 Retail Anchored 4,900,000.00
20.07 Mixed Use Retail/Office 3,105,000.00
21 Wachovia Various Various 38,640,000.00 38,640,000.00
21.01 Industrial Warehouse/Office
21.02 Industrial Light Industrial
21.03 Office Suburban
21.04 Industrial Flex
21.05 Retail Anchored
21.06 Retail Anchored
22 Wachovia Hospitality Full Service 38,200,000.00 38,200,000.00
23 Wachovia Multifamily Conventional 36,000,000.00 36,000,000.00
23.01 Multifamily Conventional 15,591,915.00
23.02 Multifamily Conventional 11,676,612.00
23.03 Multifamily Conventional 8,731,473.00
24 Artesia Multifamily Conventional 34,000,000.00 34,000,000.00
25 Wachovia Multifamily Conventional 33,000,000.00 33,000,000.00
26 Wachovia Multifamily Conventional 32,000,000.00 32,000,000.00
27 Nomura Multifamily Conventional 30,080,000.00 30,080,000.00
28 Wachovia Multifamily Conventional 29,550,000.00 29,550,000.00
29 Wachovia Office Medical 27,000,000.00 27,000,000.00
30 Wachovia Hospitality Full Service 25,500,000.00 25,500,000.00
31 Wachovia Multifamily Conventional 24,000,000.00 24,000,000.00
32 Nomura Office CBD 24,000,000.00 24,000,000.00
33 Wachovia Hospitality Full Service 23,750,000.00 23,750,000.00
34 Wachovia Office Suburban 23,000,000.00 23,000,000.00
35 Wachovia Office Suburban 18,800,000.00 18,800,000.00
36 Wachovia Office CBD 18,550,000.00 18,550,000.00
37 Wachovia Multifamily Conventional 18,500,000.00 18,500,000.00
38 Nomura Multifamily Conventional 17,150,000.00 17,150,000.00
39 Wachovia Hospitality Various 15,500,000.00 15,443,544.39
39.01 Hospitality Limited Service
39.02 Hospitality Limited Service
39.03 Hospitality Extended Stay
40 Wachovia Multifamily Conventional 15,300,000.00 15,300,000.00
41 Wachovia Office Suburban 15,243,750.00 15,243,750.00
42 Wachovia Multifamily Conventional 15,000,000.00 15,000,000.00
43 Artesia Office Suburban 15,000,000.00 15,000,000.00
44 Nomura Retail Anchored 15,000,000.00 15,000,000.00
45 Wachovia Hospitality Full Service 15,000,000.00 14,951,768.60
46 Wachovia Multifamily Student Housing 14,491,000.00 14,491,000.00
47 Nomura Multifamily Conventional 14,000,000.00 13,969,155.70
48 Wachovia Retail Shadow Anchored 13,535,000.00 13,535,000.00
49 Wachovia Multifamily Conventional 13,500,000.00 13,500,000.00
50 Wachovia Retail Anchored 13,000,000.00 13,000,000.00
51 Wachovia Office Suburban 13,000,000.00 12,971,956.62
52 Wachovia Self Storage Self Storage 12,800,000.00 12,800,000.00
53 Nomura Multifamily Conventional 12,359,000.00 12,359,000.00
54 Wachovia Office Suburban 12,100,000.00 12,100,000.00
55 Nomura Hospitality Limited Service 12,000,000.00 12,000,000.00
56 Wachovia Mobile Home Park Mobile Home Park 11,440,000.00 11,440,000.00
57 Nomura Retail Anchored 11,200,000.00 11,200,000.00
58 Nomura Multifamily Conventional 11,100,000.00 11,100,000.00
59 Wachovia Retail Anchored 10,820,000.00 10,794,886.88
60 Wachovia Retail Anchored 10,800,000.00 10,787,727.10
61 Nomura Retail Anchored 10,200,000.00 10,200,000.00
62 Wachovia Mobile Home Park Mobile Home Park 9,896,000.00 9,896,000.00
63 Wachovia Mobile Home Park Mobile Home Park 9,840,000.00 9,840,000.00
64 Wachovia Retail Anchored 9,702,000.00 9,702,000.00
65 Wachovia Self Storage Self Storage 9,700,000.00 9,700,000.00
66 Nomura Multifamily Conventional 9,550,000.00 9,550,000.00
67 Wachovia Self Storage Self Storage 9,500,000.00 9,500,000.00
68 Nomura Hospitality Limited Service 9,240,000.00 9,240,000.00
69 Wachovia Multifamily Conventional 9,200,000.00 9,200,000.00
70 Nomura Mobile Home Park Manufactured Housing 9,200,000.00 9,189,873.11
71 Nomura Retail Unanchored 9,000,000.00 9,000,000.00
72 Nomura Retail Anchored 9,000,000.00 9,000,000.00
73 Wachovia Office Suburban 9,000,000.00 9,000,000.00
74 Wachovia Retail Unanchored 9,000,000.00 8,989,560.60
75 Wachovia Multifamily Independent Living 8,770,000.00 8,706,090.54
76 Wachovia Retail Anchored 8,560,000.00 8,540,902.07
77 Wachovia Self Storage Self Storage 8,400,000.00 8,400,000.00
78 Wachovia Retail Shadow Anchored 8,330,000.00 8,316,566.91
79 Wachovia Mobile Home Park Mobile Home Park 8,080,000.00 8,080,000.00
80 Wachovia Multifamily Conventional 8,050,000.00 8,050,000.00
81 Wachovia Retail Anchored 8,000,000.00 8,000,000.00
82 Wachovia Office Suburban 8,000,000.00 7,991,110.94
83 Wachovia Multifamily Conventional 7,840,000.00 7,840,000.00
84 Nomura Retail Anchored 7,800,000.00 7,791,462.46
85 Wachovia Self Storage Self Storage 7,400,000.00 7,400,000.00
86 Wachovia Mobile Home Park Mobile Home Park 7,320,000.00 7,320,000.00
87 Wachovia Multifamily Conventional 7,300,000.00 7,300,000.00
88 Wachovia Self Storage Self Storage 7,100,000.00 7,100,000.00
89 Nomura Multifamily Conventional 6,981,000.00 6,981,000.00
90 Wachovia Retail Anchored 7,000,000.00 6,973,601.71
91 Nomura Multifamily Conventional 6,674,060.00 6,659,723.68
92 Nomura Multifamily Conventional 6,530,000.00 6,530,000.00
93 Wachovia Mobile Home Park Mobile Home Park 6,484,000.00 6,484,000.00
94 Wachovia Multifamily Independent Living 6,450,000.00 6,428,408.28
95 Wachovia Office Medical 6,440,000.00 6,420,952.83
96 Wachovia Mobile Home Park Mobile Home Park 6,400,000.00 6,400,000.00
97 Nomura Hospitality Limited Service 6,375,000.00 6,365,927.48
98 Wachovia Self Storage Self Storage 6,200,000.00 6,200,000.00
99 Wachovia Multifamily Conventional 5,750,000.00 5,716,324.43
100 Nomura Office Suburban 5,500,000.00 5,500,000.00
101 Wachovia Self Storage Self Storage 5,300,000.00 5,300,000.00
102 Artesia Retail Various 5,150,000.00 5,150,000.00
102.01 Retail Anchored
102.02 Retail Unanchored
103 Nomura Mobile Home Park Manufactured Housing 5,100,000.00 5,100,000.00
104 Wachovia Multifamily Conventional 5,050,000.00 5,044,304.04
105 Nomura Mobile Home Park Manufactured Housing 5,000,000.00 4,990,144.63
106 Wachovia Mobile Home Park Mobile Home Park 4,960,000.00 4,960,000.00
107 Nomura Multifamily Conventional 4,920,000.00 4,909,431.52
108 Nomura Multifamily Conventional 4,900,000.00 4,900,000.00
109 Wachovia Mobile Home Park Mobile Home Park 4,880,000.00 4,880,000.00
110 Wachovia Retail Anchored 4,809,000.00 4,809,000.00
111 Artesia Multifamily Conventional 4,800,000.00 4,800,000.00
112 Wachovia Multifamily Conventional 4,800,000.00 4,789,290.88
113 Wachovia Retail Shadow Anchored 4,755,000.00 4,744,850.75
114 Wachovia Retail Anchored 4,735,000.00 4,735,000.00
115 Nomura Multifamily Conventional 4,640,000.00 4,640,000.00
116 Wachovia Retail Shadow Anchored 4,615,000.00 4,615,000.00
117 Nomura Multifamily Conventional 4,560,000.00 4,550,204.82
118 Nomura Mobile Home Park Manufactured Housing 4,500,000.00 4,500,000.00
119 Wachovia Hospitality Limited Service 4,500,000.00 4,483,568.29
120 Nomura Multifamily Conventional 4,425,000.00 4,415,494.81
121 Wachovia Self Storage Self Storage 4,400,000.00 4,400,000.00
122 Wachovia Self Storage Self Storage 4,400,000.00 4,400,000.00
123 Nomura Multifamily Conventional 4,320,000.00 4,310,720.36
124 Nomura Multifamily Conventional 4,300,000.00 4,300,000.00
125 Artesia Office Suburban 4,300,000.00 4,300,000.00
126 Wachovia Hospitality Limited Service 4,300,000.00 4,284,298.58
127 Wachovia Retail Anchored 4,212,000.00 4,202,739.77
128 Wachovia Self Storage Self Storage 4,200,000.00 4,200,000.00
129 Wachovia Retail Anchored 4,200,000.00 4,200,000.00
130 Wachovia Retail Unanchored 4,200,000.00 4,187,615.10
131 Nomura Retail Shadow Anchored 4,185,000.00 4,185,000.00
132 Wachovia Self Storage Self Storage 4,100,000.00 4,100,000.00
133 Nomura Multifamily Conventional 4,100,000.00 4,100,000.00
134 Nomura Retail Anchored 4,100,000.00 4,100,000.00
135 Wachovia Hospitality Limited Service 4,100,000.00 4,085,028.89
136 Wachovia Self Storage Self Storage 4,000,000.00 4,000,000.00
137 Nomura Office Suburban 3,948,000.00 3,943,446.10
138 Nomura Multifamily Conventional 3,875,000.00 3,866,676.25
139 Nomura Multifamily Conventional 3,822,000.00 3,813,790.10
140 Nomura Retail Anchored 3,800,000.00 3,791,716.99
141 Nomura Multifamily Conventional 3,717,000.00 3,717,000.00
142 Wachovia Retail Anchored 3,637,000.00 3,629,335.55
143 Artesia Retail Unanchored 3,600,000.00 3,600,000.00
144 Wachovia Mobile Home Park Mobile Home Park 3,520,000.00 3,520,000.00
145 Wachovia Retail Anchored 3,500,000.00 3,496,219.23
146 Wachovia Self Storage Self Storage 3,450,000.00 3,450,000.00
147 Wachovia Retail Unanchored 3,406,000.00 3,406,000.00
148 Wachovia Self Storage Self Storage 3,400,000.00 3,400,000.00
149 Wachovia Retail Anchored 3,373,000.00 3,373,000.00
150 Artesia Retail Anchored 3,350,000.00 3,350,000.00
151 Wachovia Retail Anchored 3,300,000.00 3,300,000.00
152 Wachovia Office CBD 3,300,000.00 3,289,400.88
153 Wachovia Retail Anchored 3,250,000.00 3,240,270.08
154 Wachovia Self Storage Self Storage 3,200,000.00 3,200,000.00
155 Wachovia Retail Anchored 3,151,000.00 3,151,000.00
156 Wachovia Hospitality Limited Service 3,150,000.00 3,138,497.80
157 Wachovia Retail Unanchored 3,137,000.00 3,137,000.00
158 Nomura Office Suburban 3,120,000.00 3,110,830.82
159 Nomura Mobile Home Park Manufactured Housing 3,100,000.00 3,100,000.00
160 Artesia Retail Anchored 3,100,000.00 3,100,000.00
161 Wachovia Retail Anchored 3,100,000.00 3,096,574.84
162 Nomura Multifamily Conventional 3,070,000.00 3,063,405.44
163 Nomura Multifamily Conventional 3,048,000.00 3,048,000.00
164 Wachovia Self Storage Self Storage 3,000,000.00 3,000,000.00
165 Nomura Retail Anchored 3,000,000.00 2,996,520.20
166 Wachovia Hospitality Limited Service 3,000,000.00 2,989,045.53
167 Wachovia Self Storage Self Storage 2,900,000.00 2,900,000.00
168 Wachovia Self Storage Self Storage 2,900,000.00 2,900,000.00
169 Wachovia Mobile Home Park Mobile Home Park 2,880,000.00 2,880,000.00
170 Nomura Multifamily Conventional 2,880,000.00 2,873,813.57
171 Wachovia Multifamily Conventional 2,880,000.00 2,873,774.15
172 Wachovia Self Storage Self Storage 2,850,000.00 2,850,000.00
173 Nomura Multifamily Conventional 2,800,000.00 2,796,877.14
174 Wachovia Retail Unanchored 2,773,000.00 2,773,000.00
175 Nomura Multifamily Conventional 2,740,000.00 2,740,000.00
176 Nomura Multifamily Conventional 2,720,000.00 2,714,157.26
177 Wachovia Retail Anchored 2,707,000.00 2,707,000.00
178 Wachovia Self Storage Self Storage 2,700,000.00 2,700,000.00
179 Nomura Multifamily Conventional 2,691,000.00 2,691,000.00
180 Wachovia Multifamily Conventional 2,600,000.00 2,600,000.00
181 Wachovia Mixed Use Office/Retail 2,600,000.00 2,597,067.43
182 Nomura Multifamily Conventional 2,576,000.00 2,570,466.58
183 Wachovia Retail Anchored 2,532,000.00 2,529,106.52
184 Nomura Multifamily Conventional 2,517,000.00 2,511,593.32
185 Artesia Multifamily Conventional 2,500,000.00 2,496,147.30
186 Nomura Mobile Home Park Manufactured Housing 2,400,000.00 2,397,231.67
187 Nomura Multifamily Conventional 2,375,000.00 2,369,898.35
188 Wachovia Self Storage Self Storage 2,300,000.00 2,300,000.00
189 Wachovia Office Suburban 2,300,000.00 2,285,346.14
190 Nomura Multifamily Conventional 2,265,000.00 2,260,134.63
191 Nomura Multifamily Conventional 2,160,000.00 2,155,360.18
192 Nomura Retail Anchored 2,150,000.00 2,150,000.00
193 Wachovia Self Storage Self Storage 2,100,000.00 2,100,000.00
194 Nomura Multifamily Conventional 2,090,000.00 2,085,510.54
195 Wachovia Retail Unanchored 2,055,000.00 2,055,000.00
196 Artesia Retail Unanchored 2,050,000.00 2,047,679.11
197 Artesia Retail Anchored 2,000,000.00 2,000,000.00
198 Wachovia Self Storage Self Storage 2,000,000.00 1,996,779.62
199 Nomura Retail Unanchored 1,975,000.00 1,969,158.67
200 Wachovia Self Storage Self Storage 1,850,000.00 1,850,000.00
201 Wachovia Retail Unanchored 1,800,000.00 1,800,000.00
202 Nomura Multifamily Conventional 1,765,000.00 1,761,208.67
203 Wachovia Self Storage Self Storage 1,750,000.00 1,750,000.00
204 Wachovia Retail Anchored 1,736,000.00 1,736,000.00
205 Nomura Multifamily Conventional 1,725,000.00 1,721,294.59
206 Artesia Retail Anchored 1,720,000.00 1,720,000.00
207 Wachovia Self Storage Self Storage 1,700,000.00 1,700,000.00
208 Nomura Multifamily Conventional 1,700,000.00 1,696,348.29
209 Nomura Multifamily Conventional 1,700,000.00 1,696,348.29
210 Wachovia Retail Anchored 1,687,000.00 1,687,000.00
211 Nomura Multifamily Conventional 1,680,000.00 1,676,391.25
212 Wachovia Retail Unanchored 1,658,000.00 1,658,000.00
213 Nomura Multifamily Conventional 1,615,000.00 1,611,530.87
214 Nomura Multifamily Conventional 1,569,000.00 1,565,629.69
215 Nomura Multifamily Conventional 1,520,000.00 1,516,734.94
216 Wachovia Self Storage Self Storage 1,500,000.00 1,500,000.00
217 Wachovia Land Retail 1,500,000.00 1,498,260.10
218 Nomura Multifamily Conventional 1,500,000.00 1,496,777.90
219 Wachovia Retail Unanchored 1,388,000.00 1,388,000.00
220 Nomura Multifamily Conventional 1,360,000.00 1,357,078.63
221 Nomura Multifamily Conventional 1,360,000.00 1,357,078.63
222 Artesia Self Storage Self Storage 1,350,000.00 1,347,004.20
223 Nomura Multifamily Conventional 1,320,000.00 1,317,164.55
224 Artesia Retail Unanchored 1,300,000.00 1,298,619.38
225 Nomura Multifamily Conventional 1,245,000.00 1,242,325.66
226 Wachovia Retail Unanchored 1,187,000.00 1,187,000.00
227 Wachovia Self Storage Self Storage 1,100,000.00 1,100,000.00
228 Nomura Multifamily Conventional 1,000,000.00 997,851.93
229 Nomura Multifamily Conventional 1,000,000.00 997,851.93
230 Nomura Multifamily Conventional 1,000,000.00 997,851.93
231 Nomura Multifamily Conventional 975,000.00 972,905.64
232 Nomura Multifamily Conventional 880,000.00 878,109.70
233 Nomura Multifamily Conventional 560,000.00 558,797.08
% OF
MORTGAGE AGGREGATE % OF AGGREGATE % OF AGGREGATE MATURITY
LOAN CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE ORIGINATION FIRST PAY DATE OR MORTGAGE
NUMBER BALANCE GROUP 1 BALANCE GROUP 2 BALANCE DATE DATE ARD RATE
- ------------------------------------------------------------------------------------------------------------------------------------
1 6.11% 6.93% 07/29/05 09/11/05 08/11/15 5.2600%
2 5.94% 6.74% 06/08/05 07/11/05 06/11/15 5.4600%
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
3 5.57% 6.33% 06/13/05 08/11/05 07/11/10 4.9700%
4 4.35% 4.94% 09/30/05 11/11/05 10/11/15 5.1900%
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
5 3.83% 4.35% 07/29/05 09/11/05 08/11/15 5.3200%
6 3.10% 3.52% 08/04/05 09/11/05 08/11/10 5.2800%
7 2.85% 3.23% 07/14/05 09/11/05 08/11/12 4.7550%
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 2.29% 2.60% 08/30/05 10/11/05 09/11/15 5.4800%
9 2.14% 2.43% 08/04/05 09/11/05 08/11/10 5.2800%
10 2.11% 2.39% 09/12/05 11/11/05 10/11/10 5.1100%
11 1.99% 2.26% 09/09/05 10/11/05 09/11/15 5.3200%
12 1.89% 2.15% 06/23/05 08/11/05 07/11/15 5.0200%
13 1.86% 2.11% 09/15/05 11/11/05 10/11/15 5.4500%
14 1.83% 2.08% 09/30/05 11/11/05 10/11/15 5.4000%
15 1.59% 1.81% 07/14/05 09/11/05 08/11/12 4.7550%
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16 1.56% 1.77% 08/01/05 09/11/05 08/11/15 4.9200%
17 1.47% 1.66% 09/14/05 11/11/05 10/11/10 5.0000%
18 1.36% 1.55% 10/12/05 12/11/05 11/11/15 5.3300%
19 1.25% 1.42% 09/01/05 10/11/05 09/11/15 4.9000%
20 1.19% 1.35% 08/26/05 10/11/05 09/11/15 4.8850%
20.01
20.02
20.03
20.04
20.05
20.06
20.07
21 1.18% 1.34% 08/17/05 10/11/05 09/11/15 5.3400%
21.01
21.02
21.03
21.04
21.05
21.06
22 1.17% 1.32% 09/07/05 10/11/05 09/11/12 5.1350%
23 1.10% 9.20% 09/21/05 11/11/05 10/11/15 5.2400%
23.01
23.02
23.03
24 1.04% 8.69% 09/01/05 11/11/05 10/11/15 5.2400%
25 1.01% 1.14% 07/14/05 09/11/05 08/11/10 5.0900%
26 0.98% 1.11% 08/19/05 10/11/05 09/11/10 5.3800%
27 0.92% 7.69% 09/28/05 11/11/05 10/11/12 5.2000%
28 0.90% 7.55% 08/11/05 09/11/05 08/11/15 4.9500%
29 0.82% 0.94% 07/22/05 09/11/05 08/11/15 5.1100%
30 0.78% 0.88% 08/19/05 10/11/05 09/11/15 5.4800%
31 0.73% 0.83% 05/12/05 07/11/05 06/11/10 5.1800%
32 0.73% 0.83% 09/12/05 11/11/05 10/11/15 5.2200%
33 0.73% 0.82% 09/30/05 11/11/05 10/11/15 5.6100%
34 0.70% 0.80% 08/02/05 09/11/05 08/11/15 5.0400%
35 0.57% 0.65% 08/16/05 10/11/05 09/11/15 5.2300%
36 0.57% 0.64% 10/05/05 11/11/05 10/11/10 5.2400%
37 0.56% 0.64% 08/02/05 09/11/05 08/11/15 4.8000%
38 0.52% 0.59% 07/29/05 09/06/05 08/06/15 5.2100%
39 0.47% 0.54% 08/18/05 10/11/05 09/11/15 5.3200%
39.01
39.02
39.03
40 0.47% 3.91% 10/03/05 11/11/05 10/11/15 5.0500%
41 0.47% 0.53% 08/09/05 09/11/05 08/11/15 5.1100%
42 0.46% 3.83% 09/20/05 11/11/05 10/11/15 5.0400%
43 0.46% 0.52% 09/09/05 11/11/05 10/11/15 5.0700%
44 0.46% 0.52% 10/01/05 11/11/05 10/11/15 5.2300%
45 0.46% 0.52% 08/04/05 09/11/05 08/11/15 5.0200%
46 0.44% 0.50% 08/31/05 10/11/05 09/11/15 4.9600%
47 0.43% 3.57% 07/22/05 09/11/05 08/11/15 5.1400%
48 0.41% 0.47% 07/14/05 09/11/05 08/11/15 5.3600%
49 0.41% 3.45% 07/28/05 09/11/05 08/11/15 5.0200%
50 0.40% 0.45% 08/31/05 10/11/05 09/11/15 4.8200%
51 0.40% 0.45% 07/18/05 09/11/05 08/11/15 5.2400%
52 0.39% 0.44% 07/14/05 09/11/05 08/11/15 5.2850%
53 0.38% 3.16% 09/28/05 11/11/05 10/11/12 5.2000%
54 0.37% 0.42% 08/01/05 09/11/05 08/11/15 4.9200%
55 0.37% 0.42% 09/15/05 11/11/05 10/11/15 5.1500%
56 0.35% 0.40% 09/28/05 11/11/05 10/11/15 5.4300%
57 0.34% 0.39% 09/19/05 11/11/05 10/11/15 5.3500%
58 0.34% 2.84% 08/11/05 09/11/05 08/11/15 5.4500%
59 0.33% 0.37% 07/29/05 09/11/05 08/11/15 4.8900%
60 0.33% 0.37% 08/17/05 10/11/05 09/11/15 5.3000%
61 0.31% 0.35% 07/29/05 09/11/05 08/11/15 5.6100%
62 0.30% 0.34% 09/15/05 11/11/05 10/11/15 5.4300%
63 0.30% 0.34% 09/28/05 11/11/05 10/11/15 5.4300%
64 0.30% 0.34% 09/07/05 10/11/05 09/11/15 5.2800%
65 0.30% 0.34% 07/14/05 09/11/05 08/11/15 5.2850%
66 0.29% 0.33% 09/08/05 10/11/05 09/11/10 5.3000%
67 0.29% 0.33% 07/14/05 09/11/05 08/11/15 5.2850%
68 0.28% 0.32% 09/30/05 11/11/05 10/11/15 5.7090%
69 0.28% 0.32% 07/21/05 09/11/05 08/11/15 5.2000%
70 0.28% 2.35% 08/12/05 10/11/05 09/11/15 5.4700%
71 0.27% 0.31% 06/21/05 08/11/05 07/11/15 4.9800%
72 0.27% 0.31% 09/13/05 11/11/05 10/11/30 5.5700%
73 0.27% 0.31% 09/21/05 11/11/05 10/11/15 5.2800%
74 0.27% 0.31% 09/02/05 10/11/05 09/11/15 5.1900%
75 0.27% 0.30% 07/22/05 09/11/05 08/11/20 5.1100%
76 0.26% 0.30% 07/14/05 09/11/05 08/11/15 5.0800%
77 0.26% 0.29% 07/14/05 09/11/05 08/11/15 5.2850%
78 0.25% 0.29% 08/12/05 10/11/05 09/11/15 5.2700%
79 0.25% 0.28% 09/28/05 11/11/05 10/11/15 5.4300%
80 0.25% 2.06% 08/15/05 10/11/05 09/11/15 5.2200%
81 0.24% 0.28% 09/30/05 11/11/05 10/11/15 5.1300%
82 0.24% 0.28% 09/08/05 10/11/05 09/11/10 5.4200%
83 0.24% 2.00% 09/27/05 11/11/05 10/11/15 5.2600%
84 0.24% 0.27% 08/23/05 10/11/05 09/11/15 5.5000%
85 0.23% 0.26% 07/14/05 09/11/05 08/11/15 5.2850%
86 0.22% 0.25% 09/28/05 11/11/05 10/11/15 5.4300%
87 0.22% 0.25% 09/20/05 11/11/05 10/11/15 5.3100%
88 0.22% 0.25% 07/14/05 09/11/05 08/11/15 5.2850%
89 0.21% 1.78% 09/28/05 11/11/05 10/11/12 5.2000%
90 0.21% 0.24% 08/04/05 09/11/05 08/11/15 5.4900%
91 0.20% 1.70% 08/10/05 09/11/05 08/11/15 5.2600%
92 0.20% 1.67% 08/30/05 10/06/05 09/06/12 5.5400%
93 0.20% 0.22% 09/15/05 11/11/05 10/11/15 5.4300%
94 0.20% 0.22% 07/07/05 08/11/05 07/11/15 4.9900%
95 0.20% 0.22% 06/20/05 08/11/05 07/11/15 5.5500%
96 0.20% 0.22% 09/15/05 11/11/05 10/11/15 5.4300%
97 0.19% 0.22% 08/15/05 10/11/05 09/11/10 6.0900%
98 0.19% 0.21% 07/14/05 09/11/05 08/11/15 5.2850%
99 0.17% 1.46% 03/29/05 05/11/05 04/11/15 5.7500%
100 0.17% 0.19% 08/30/05 10/11/05 09/11/15 5.2000%
101 0.16% 0.18% 07/14/05 09/11/05 08/11/15 5.2850%
102 0.16% 0.18% 09/19/05 11/11/05 10/11/20 5.3600%
102.01
102.02
103 0.16% 0.18% 10/11/05 11/11/05 10/11/15 5.2400%
104 0.15% 0.17% 09/01/05 10/11/05 09/11/15 5.3400%
105 0.15% 1.28% 08/04/05 09/11/05 08/11/15 5.6600%
106 0.15% 0.17% 09/15/05 11/11/05 10/11/15 5.3600%
107 0.15% 1.25% 08/10/05 09/11/05 08/11/15 5.2600%
108 0.15% 0.17% 08/31/05 10/11/05 09/11/15 5.2400%
109 0.15% 0.17% 09/15/05 11/11/05 10/11/15 5.4300%
110 0.15% 0.17% 06/23/05 08/11/05 07/11/15 5.0900%
111 0.15% 1.23% 09/12/05 11/11/05 10/11/20 5.0400%
112 0.15% 1.22% 08/11/05 09/11/05 08/11/15 5.0800%
113 0.14% 0.16% 07/26/05 09/11/05 08/11/15 5.2900%
114 0.14% 0.16% 06/23/05 08/11/05 07/11/15 5.0900%
115 0.14% 1.19% 09/28/05 11/11/05 10/11/12 5.2000%
116 0.14% 0.16% 07/14/05 09/11/05 08/11/15 5.3600%
117 0.14% 1.16% 08/10/05 09/11/05 08/11/15 5.2600%
118 0.14% 1.15% 09/26/05 11/11/05 10/11/12 5.5600%
119 0.14% 0.16% 08/17/05 10/11/05 09/11/15 5.2900%
120 0.13% 1.13% 08/10/05 09/11/05 08/11/15 5.2600%
121 0.13% 0.15% 07/14/05 09/11/05 08/11/15 5.2850%
122 0.13% 0.15% 07/14/05 09/11/05 08/11/15 5.2850%
123 0.13% 1.10% 08/10/05 09/11/05 08/11/15 5.2600%
124 0.13% 1.10% 08/31/05 10/11/05 09/11/15 5.2400%
125 0.13% 0.15% 09/19/05 11/11/05 10/11/15 5.1400%
126 0.13% 0.15% 08/18/05 10/11/05 09/11/15 5.2900%
127 0.13% 0.15% 08/04/05 09/11/05 08/11/15 5.1500%
128 0.13% 0.15% 07/14/05 09/11/05 08/11/15 5.2850%
129 0.13% 0.15% 08/26/05 10/11/05 09/11/15 5.3200%
130 0.13% 0.15% 08/08/05 09/11/05 08/11/15 5.5400%
131 0.13% 0.15% 06/22/05 08/11/05 07/11/15 5.5000%
132 0.13% 0.14% 07/14/05 09/11/05 08/11/15 5.2850%
133 0.13% 1.05% 08/31/05 10/06/05 09/06/15 5.0600%
134 0.13% 0.14% 09/23/05 11/11/05 10/11/10 5.3500%
135 0.12% 0.14% 08/17/05 10/11/05 09/11/15 5.2900%
136 0.12% 0.14% 07/14/05 09/11/05 08/11/15 5.2850%
137 0.12% 0.14% 08/26/05 10/11/05 09/11/15 5.2200%
138 0.12% 0.99% 08/10/05 09/11/05 08/11/15 5.2600%
139 0.12% 0.97% 08/10/05 09/11/05 08/11/15 5.2600%
140 0.12% 0.13% 09/08/05 10/11/05 09/11/15 5.9400%
141 0.11% 0.95% 09/28/05 11/11/05 10/11/12 5.2000%
142 0.11% 0.13% 07/28/05 09/11/05 08/11/15 5.3500%
143 0.11% 0.12% 09/27/05 11/11/05 10/11/15 5.4500%
144 0.11% 0.12% 09/15/05 11/11/05 10/11/15 5.3600%
145 0.11% 0.12% 08/26/05 10/11/05 09/11/15 5.5700%
146 0.11% 0.12% 08/19/05 10/11/05 09/11/15 4.9400%
147 0.10% 0.12% 06/29/05 08/11/05 07/11/15 5.5500%
148 0.10% 0.12% 07/14/05 09/11/05 08/11/15 5.2850%
149 0.10% 0.12% 06/23/05 08/11/05 07/11/15 5.0200%
150 0.10% 0.12% 09/09/05 11/11/05 10/11/15 5.3400%
151 0.10% 0.11% 09/30/05 11/11/05 10/11/15 5.1400%
152 0.10% 0.11% 06/30/05 08/11/05 07/11/15 5.1800%
153 0.10% 0.11% 07/27/05 09/11/05 08/11/15 5.4500%
154 0.10% 0.11% 07/14/05 09/11/05 08/11/15 5.2850%
155 0.10% 0.11% 06/23/05 08/11/05 07/11/15 5.4200%
156 0.10% 0.11% 08/17/05 10/11/05 09/11/15 5.2900%
157 0.10% 0.11% 07/15/05 09/11/05 08/11/15 5.6300%
158 0.09% 0.11% 08/08/05 09/11/05 08/11/12 5.5600%
159 0.09% 0.79% 09/21/05 11/11/05 10/11/15 5.4900%
160 0.09% 0.11% 09/09/05 11/11/05 10/11/15 5.3400%
161 0.09% 0.11% 09/09/05 10/11/05 09/11/15 5.4500%
162 0.09% 0.78% 08/10/05 09/11/05 08/11/15 5.2600%
163 0.09% 0.78% 09/28/05 11/11/05 10/11/12 5.2000%
164 0.09% 0.10% 07/14/05 09/11/05 08/11/15 5.2850%
165 0.09% 0.10% 08/16/05 10/11/05 09/11/15 5.1900%
166 0.09% 0.10% 08/17/05 10/11/05 09/11/15 5.2900%
167 0.09% 0.10% 07/14/05 09/11/05 08/11/15 5.2850%
168 0.09% 0.10% 07/14/05 09/11/05 08/11/15 5.2850%
169 0.09% 0.10% 09/15/05 11/11/05 10/11/15 5.4300%
170 0.09% 0.73% 08/10/05 09/11/05 08/11/15 5.2600%
171 0.09% 0.73% 07/25/05 09/11/05 08/11/15 5.2300%
172 0.09% 0.10% 08/19/05 10/11/05 09/11/15 4.9400%
173 0.09% 0.71% 08/24/05 10/11/05 09/11/15 5.4000%
174 0.08% 0.10% 07/08/05 08/11/05 07/11/15 5.5500%
175 0.08% 0.70% 07/12/05 09/11/05 08/11/15 5.3200%
176 0.08% 0.69% 08/10/05 09/11/05 08/11/15 5.2600%
177 0.08% 0.09% 08/24/05 10/11/05 09/11/10 5.5700%
178 0.08% 0.09% 07/14/05 09/11/05 08/11/15 5.2850%
179 0.08% 0.69% 09/28/05 11/11/05 10/11/12 5.2000%
180 0.08% 0.09% 09/15/05 11/11/05 10/11/15 5.0200%
181 0.08% 0.09% 08/12/05 10/11/05 09/11/15 5.3400%
182 0.08% 0.66% 08/10/05 09/11/05 08/11/15 5.2600%
183 0.08% 0.09% 08/30/05 10/11/05 09/11/15 5.2700%
184 0.08% 0.64% 08/10/05 09/11/05 08/11/15 5.2600%
185 0.08% 0.64% 08/31/05 10/11/05 09/11/15 5.5700%
186 0.07% 0.08% 09/08/05 10/11/05 09/11/15 5.2200%
187 0.07% 0.61% 08/10/05 09/11/05 08/11/15 5.2600%
188 0.07% 0.08% 08/19/05 10/11/05 09/11/15 4.9400%
189 0.07% 0.08% 08/17/05 10/11/05 09/11/15 5.2000%
190 0.07% 0.58% 08/10/05 09/11/05 08/11/15 5.2600%
191 0.07% 0.55% 08/10/05 09/11/05 08/11/15 5.2600%
192 0.07% 0.07% 09/26/05 11/11/05 10/11/15 5.3000%
193 0.06% 0.07% 07/14/05 09/11/05 08/11/15 5.2850%
194 0.06% 0.53% 08/10/05 09/11/05 08/11/15 5.2600%
195 0.06% 0.07% 09/29/05 11/11/05 10/11/15 5.5500%
196 0.06% 0.07% 08/13/05 10/11/05 09/11/15 5.3200%
197 0.06% 0.07% 08/25/05 10/11/05 09/11/12 5.2800%
198 0.06% 0.07% 09/01/05 10/11/05 09/11/15 5.2800%
199 0.06% 0.07% 07/07/05 08/11/05 07/11/15 5.5500%
200 0.06% 0.06% 08/01/05 09/11/05 08/11/15 4.9800%
201 0.05% 0.06% 08/26/05 10/11/05 09/11/15 5.3200%
202 0.05% 0.45% 08/10/05 09/11/05 08/11/15 5.2600%
203 0.05% 0.06% 08/19/05 10/11/05 09/11/15 4.9400%
204 0.05% 0.06% 04/11/05 05/11/05 04/11/15 5.2700%
205 0.05% 0.44% 08/10/05 09/11/05 08/11/15 5.2600%
206 0.05% 0.06% 09/07/05 11/11/05 10/11/15 5.3100%
207 0.05% 0.06% 07/14/05 09/11/05 08/11/15 5.2850%
208 0.05% 0.43% 08/10/05 09/11/05 08/11/15 5.2600%
209 0.05% 0.43% 08/10/05 09/11/05 08/11/15 5.2600%
210 0.05% 0.06% 08/11/05 09/11/05 08/11/15 5.6400%
211 0.05% 0.43% 08/10/05 09/11/05 08/11/15 5.2600%
212 0.05% 0.06% 04/29/05 06/11/05 05/11/15 5.4500%
213 0.05% 0.41% 08/10/05 09/11/05 08/11/15 5.2600%
214 0.05% 0.40% 08/10/05 09/11/05 08/11/15 5.2600%
215 0.05% 0.39% 08/10/05 09/11/05 08/11/15 5.2600%
216 0.05% 0.05% 07/14/05 09/11/05 08/11/15 5.2850%
217 0.05% 0.05% 09/02/05 10/11/05 09/11/15 5.1900%
218 0.05% 0.38% 08/10/05 09/11/05 08/11/15 5.2600%
219 0.04% 0.05% 08/17/05 10/11/05 09/11/15 5.5300%
220 0.04% 0.35% 08/10/05 09/11/05 08/11/15 5.2600%
221 0.04% 0.35% 08/10/05 09/11/05 08/11/15 5.2600%
222 0.04% 0.05% 09/08/05 10/11/05 09/11/25 5.9800%
223 0.04% 0.34% 08/10/05 09/11/05 08/11/15 5.2600%
224 0.04% 0.05% 08/24/05 10/11/05 09/11/15 5.6600%
225 0.04% 0.32% 08/10/05 09/11/05 08/11/15 5.2600%
226 0.04% 0.04% 07/22/05 09/11/05 08/11/15 5.6400%
227 0.03% 0.04% 07/14/05 09/11/05 08/11/15 5.2850%
228 0.03% 0.26% 08/10/05 09/11/05 08/11/15 5.2600%
229 0.03% 0.26% 08/10/05 09/11/05 08/11/15 5.2600%
230 0.03% 0.26% 08/10/05 09/11/05 08/11/15 5.2600%
231 0.03% 0.25% 08/10/05 09/11/05 08/11/15 5.2600%
232 0.03% 0.22% 08/10/05 09/11/05 08/11/15 5.2600%
233 0.02% 0.14% 08/10/05 09/11/05 08/11/15 5.2600%
ORIGINAL
INTEREST TERM TO REMAINING ORIGINAL
MORTGAGE LOAN INTEREST ACCURAL MATURITY TERM TO REMAINING AMORT
LOAN ADMINISTRATIVE ACCRUAL METHOD OR ARD MATURITY OR IO PERIOD TERM
NUMBER COST RAT METHOD DURING IO (MOS.) ARD (MOS.) (MOS.) (MOS.)
- ------------------------------------------------------------------------------------------------------------------------------------
1 0.02730% Actual/360 Actual/360 120 118 118 IO
2 0.02730% Actual/360 Actual/360 120 116 56 360
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
3 0.02730% Actual/360 Actual/360 60 57 57 IO
4 0.02730% Actual/360 Actual/360 120 120 60 360
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
5 0.02730% Actual/360 Actual/360 120 118 75 360
6 0.02730% Actual/360 Actual/360 60 58 58 IO
7 0.02730% Actual/360 Actual/360 84 82 82 IO
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 0.02730% Actual/360 Actual/360 120 119 35 360
9 0.02730% Actual/360 Actual/360 60 58 58 IO
10 0.03730% Actual/360 60 60 360
11 0.02730% Actual/360 Actual/360 120 119 11 300
12 0.02730% Actual/360 Actual/360 120 117 32 360
13 0.02730% Actual/360 Actual/360 120 120 60 300
14 0.02730% Actual/360 Actual/360 120 120 36 360
15 0.02730% Actual/360 Actual/360 84 82 82 IO
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16 0.02730% Actual/360 Actual/360 120 118 118 IO
17 0.02730% Actual/360 60 60 360
18 0.02730% Actual/360 Actual/360 120 120 120 IO
19 0.02730% Actual/360 Actual/360 120 119 119 IO
20 0.02730% Actual/360 Actual/360 120 119 71 360
20.01
20.02
20.03
20.04
20.05
20.06
20.07
21 0.02730% Actual/360 Actual/360 120 119 35 360
21.01
21.02
21.03
21.04
21.05
21.06
22 0.02730% Actual/360 Actual/360 84 83 29 300
23 0.02730% Actual/360 Actual/360 120 120 48 360
23.01
23.02
23.03
24 0.02730% Actual/360 Actual/360 120 120 36 360
25 0.02730% Actual/360 Actual/360 60 58 58 IO
26 0.02730% Actual/360 Actual/360 60 59 29 360
27 0.06730% Actual/360 Actual/360 84 84 24 360
28 0.03730% Actual/360 Actual/360 120 118 118 IO
29 0.02730% Actual/360 Actual/360 120 118 22 360
30 0.02730% Actual/360 Actual/360 120 119 35 300
31 0.02730% Actual/360 Actual/360 60 56 56 IO
32 0.02730% Actual/360 120 120 360
33 0.02730% Actual/360 120 120 300
34 0.02730% Actual/360 Actual/360 120 118 22 360
35 0.02730% Actual/360 Actual/360 120 119 47 Varies
36 0.02730% Actual/360 60 60 60 IO
37 0.02730% Actual/360 Actual/360 120 118 58 360
38 0.04730% Actual/360 Actual/360 120 118 118 IO
39 0.02730% Actual/360 120 119 180
39.01
39.02
39.03
40 0.02730% Actual/360 120 120 360
41 0.02730% Actual/360 Actual/360 120 118 22 Varies
42 0.02730% Actual/360 Actual/360 120 120 24 360
43 0.02730% Actual/360 120 120 360
44 0.02730% Actual/360 120 120 360
45 0.02730% Actual/360 120 118 300
46 0.02730% Actual/360 Actual/360 120 119 119 IO
47 0.02730% Actual/360 120 118 360
48 0.02730% Actual/360 Actual/360 120 118 118 IO
49 0.02730% Actual/360 Actual/360 120 118 22 360
50 0.02730% Actual/360 Actual/360 120 119 35 360
51 0.02730% Actual/360 120 118 360
52 0.02730% Actual/360 Actual/360 120 118 58 360
53 0.06730% Actual/360 Actual/360 84 84 24 360
54 0.02730% Actual/360 Actual/360 120 118 34 300
55 0.02730% Actual/360 120 120 300
56 0.02730% Actual/360 Actual/360 120 120 12 360
57 0.02730% Actual/360 Actual/360 120 120 36 360
58 0.02730% Actual/360 Actual/360 120 118 10 360
59 0.02730% Actual/360 120 118 360
60 0.02730% Actual/360 120 119 360
61 0.02730% Actual/360 Actual/360 120 118 58 360
62 0.02730% Actual/360 Actual/360 120 120 12 360
63 0.02730% Actual/360 Actual/360 120 120 12 360
64 0.02730% Actual/360 Actual/360 120 119 5 360
65 0.02730% Actual/360 Actual/360 120 118 58 360
66 0.02730% Actual/360 Actual/360 60 59 11 360
67 0.02730% Actual/360 Actual/360 120 118 58 360
68 0.02730% Actual/360 120 120 300
69 0.02730% Actual/360 Actual/360 120 118 22 360
70 0.02730% Actual/360 120 119 360
71 0.02730% Actual/360 Actual/360 120 117 117 IO
72 0.02730% Actual/360 300 300 300
73 0.04730% Actual/360 Actual/360 120 120 84 360
74 0.02730% Actual/360 120 119 360
75 0.02730% Actual/360 180 178 180
76 0.02730% Actual/360 120 118 360
77 0.02730% Actual/360 Actual/360 120 118 58 360
78 0.02730% Actual/360 120 119 300
79 0.02730% Actual/360 Actual/360 120 120 12 360
80 0.02730% Actual/360 Actual/360 120 119 35 360
81 0.02730% Actual/360 120 120 360
82 0.02730% Actual/360 60 59 360
83 0.02730% Actual/360 120 120 360
84 0.02730% Actual/360 120 119 360
85 0.02730% Actual/360 Actual/360 120 118 58 360
86 0.02730% Actual/360 Actual/360 120 120 12 360
87 0.02730% Actual/360 Actual/360 120 120 36 360
88 0.02730% Actual/360 Actual/360 120 118 58 360
89 0.06730% Actual/360 Actual/360 84 84 24 360
90 0.02730% Actual/360 120 118 264
91 0.02730% Actual/360 120 118 360
92 0.05730% Actual/360 Actual/360 84 83 23 360
93 0.02730% Actual/360 Actual/360 120 120 12 360
94 0.02730% Actual/360 120 117 360
95 0.02730% Actual/360 120 117 360
96 0.02730% Actual/360 Actual/360 120 120 12 360
97 0.02730% Actual/360 60 59 300
98 0.02730% Actual/360 Actual/360 120 118 58 360
99 0.02730% Actual/360 120 114 360
100 0.08730% Actual/360 Actual/360 120 119 23 360
101 0.02730% Actual/360 Actual/360 120 118 58 360
102 0.02730% Actual/360 180 180 180
102.01
102.02
103 0.02730% Actual/360 120 120 360
104 0.02730% Actual/360 120 119 360
105 0.02730% Actual/360 120 118 360
106 0.02730% Actual/360 Actual/360 120 120 12 360
107 0.02730% Actual/360 120 118 360
108 0.02730% Actual/360 Actual/360 120 119 35 360
109 0.02730% Actual/360 Actual/360 120 120 12 360
110 0.02730% Actual/360 Actual/360 120 117 117 IO
111 0.02730% Actual/360 180 180 180
112 0.02730% Actual/360 120 118 360
113 0.02730% Actual/360 120 118 360
114 0.02730% Actual/360 Actual/360 120 117 117 IO
115 0.06730% Actual/360 Actual/360 84 84 24 360
116 0.02730% Actual/360 Actual/360 120 118 118 IO
117 0.02730% Actual/360 120 118 360
118 0.02730% Actual/360 84 84 360
119 0.02730% Actual/360 120 119 180
120 0.02730% Actual/360 120 118 360
121 0.02730% Actual/360 Actual/360 120 118 58 360
122 0.02730% Actual/360 Actual/360 120 118 58 360
123 0.02730% Actual/360 120 118 360
124 0.02730% Actual/360 Actual/360 120 119 35 360
125 0.02730% Actual/360 Actual/360 120 120 36 360
126 0.02730% Actual/360 120 119 180
127 0.02730% Actual/360 120 118 360
128 0.02730% Actual/360 Actual/360 120 118 58 360
129 0.02730% Actual/360 Actual/360 120 119 23 360
130 0.02730% Actual/360 120 118 300
131 0.02730% Actual/360 Actual/360 120 117 9 360
132 0.02730% Actual/360 Actual/360 120 118 58 360
133 0.02730% Actual/360 Actual/360 120 119 23 360
134 0.02730% Actual/360 60 60 300
135 0.02730% Actual/360 120 119 180
136 0.02730% Actual/360 Actual/360 120 118 58 360
137 0.02730% Actual/360 120 119 360
138 0.02730% Actual/360 120 118 360
139 0.02730% Actual/360 120 118 360
140 0.02730% Actual/360 240 239 240
141 0.06730% Actual/360 Actual/360 84 84 24 360
142 0.02730% Actual/360 120 118 360
143 0.02730% Actual/360 120 120 360
144 0.02730% Actual/360 Actual/360 120 120 12 360
145 0.02730% Actual/360 120 119 360
146 0.02730% Actual/360 Actual/360 120 119 11 300
147 0.02730% Actual/360 Actual/360 120 117 117 IO
148 0.02730% Actual/360 Actual/360 120 118 58 360
149 0.02730% Actual/360 Actual/360 120 117 117 IO
150 0.02730% Actual/360 Actual/360 120 120 120 IO
151 0.02730% Actual/360 120 120 360
152 0.02730% Actual/360 120 117 360
153 0.02730% Actual/360 120 118 300
154 0.02730% Actual/360 Actual/360 120 118 58 360
155 0.02730% Actual/360 Actual/360 120 117 117 IO
156 0.02730% Actual/360 120 119 180
157 0.02730% Actual/360 Actual/360 120 118 118 IO
158 0.08730% Actual/360 84 82 300
159 0.02730% Actual/360 Actual/360 120 120 24 360
160 0.02730% Actual/360 Actual/360 120 120 120 IO
161 0.02730% Actual/360 120 119 360
162 0.02730% Actual/360 120 118 360
163 0.06730% Actual/360 Actual/360 84 84 24 360
164 0.02730% Actual/360 Actual/360 120 118 58 360
165 0.05730% Actual/360 120 119 360
166 0.02730% Actual/360 120 119 180
167 0.02730% Actual/360 Actual/360 120 118 58 360
168 0.02730% Actual/360 Actual/360 120 118 58 360
169 0.02730% Actual/360 Actual/360 120 120 12 360
170 0.02730% Actual/360 120 118 360
171 0.02730% Actual/360 120 118 360
172 0.02730% Actual/360 Actual/360 120 119 11 300
173 0.02730% Actual/360 120 119 360
174 0.02730% Actual/360 Actual/360 120 117 117 IO
175 0.02730% Actual/360 Actual/360 120 118 10 360
176 0.02730% Actual/360 120 118 360
177 0.02730% Actual/360 Actual/360 60 59 59 IO
178 0.02730% Actual/360 Actual/360 120 118 58 360
179 0.06730% Actual/360 Actual/360 84 84 24 360
180 0.02730% Actual/360 Actual/360 120 120 60 360
181 0.02730% Actual/360 120 119 360
182 0.02730% Actual/360 120 118 360
183 0.02730% Actual/360 120 119 360
184 0.02730% Actual/360 120 118 360
185 0.02730% Actual/360 120 119 300
186 0.02730% Actual/360 120 119 360
187 0.02730% Actual/360 120 118 360
188 0.02730% Actual/360 Actual/360 120 119 11 300
189 0.02730% Actual/360 120 119 120
190 0.02730% Actual/360 120 118 360
191 0.02730% Actual/360 120 118 360
192 0.02730% Actual/360 120 120 360
193 0.02730% Actual/360 Actual/360 120 118 58 360
194 0.02730% Actual/360 120 118 360
195 0.02730% Actual/360 120 120 360
196 0.02730% Actual/360 120 119 360
197 0.02730% Actual/360 Actual/360 84 83 83 IO
198 0.02730% Actual/360 120 119 300
199 0.02730% Actual/360 120 117 360
200 0.02730% Actual/360 Actual/360 120 118 34 360
201 0.02730% Actual/360 Actual/360 120 119 23 360
202 0.02730% Actual/360 120 118 360
203 0.02730% Actual/360 Actual/360 120 119 11 300
204 0.02730% Actual/360 Actual/360 120 114 114 IO
205 0.02730% Actual/360 120 118 360
206 0.02730% Actual/360 120 120 360
207 0.02730% Actual/360 Actual/360 120 118 58 360
208 0.02730% Actual/360 120 118 360
209 0.02730% Actual/360 120 118 360
210 0.02730% Actual/360 Actual/360 120 118 118 IO
211 0.02730% Actual/360 120 118 360
212 0.02730% Actual/360 Actual/360 120 115 115 IO
213 0.02730% Actual/360 120 118 360
214 0.02730% Actual/360 120 118 360
215 0.02730% Actual/360 120 118 360
216 0.02730% Actual/360 Actual/360 120 118 58 360
217 0.02730% Actual/360 120 119 360
218 0.02730% Actual/360 120 118 360
219 0.02730% Actual/360 Actual/360 120 119 119 IO
220 0.02730% Actual/360 120 118 360
221 0.02730% Actual/360 120 118 360
222 0.11730% Actual/360 240 239 240
223 0.02730% Actual/360 120 118 360
224 0.02730% Actual/360 120 119 360
225 0.02730% Actual/360 120 118 360
226 0.02730% Actual/360 Actual/360 120 118 118 IO
227 0.02730% Actual/360 Actual/360 120 118 58 360
228 0.02730% Actual/360 120 118 360
229 0.02730% Actual/360 120 118 360
230 0.02730% Actual/360 120 118 360
231 0.02730% Actual/360 120 118 360
232 0.02730% Actual/360 120 118 360
233 0.02730% Actual/360 120 118 360
MORTGAGE REMAINING MATURITY DATE
LOAN AMORT TERM MONTHLY P&I OR ARD BALLOON ARD
NUMBER (MOS.) PAYMENTS ($) BALANCE ($) LOAN PREPAYMENT PROVISIONS
- ------------------------------------------------------------------------------------------------------------------------------------
1 IO IO 200,000,000.00 N YM2%(119),O(1)
2 360 1,099,473.27 180,596,827.85 N L(28),D(91),O(1)
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
3 IO IO 182,500,000.00 N GRTR1% or YM(56),O(4)
4 360 782,288.59 131,909,381.60 N L(24),D(93),O(3)
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
5 360 698,466.86 119,144,364.89 N L(26),D(91),O(3)
6 IO IO 101,500,000.00 N L(26),D(30),O(4)
7 IO IO 93,300,000.00 N L(26),D(54) or (YM2%(22),YM1%(32)),O(4)
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 360 424,901.11 67,060,190.25 N L(25),D(91),O(4)
9 IO IO 70,000,000.00 N L(26),D(30),O(4)
10 360 375,059.44 63,739,443.45 N L(24),D(33),O(3)
11 300 393,334.37 51,300,968.19 N L(25),D(92),O(3)
12 360 333,587.65 54,798,750.09 N L(27),D(87),O(6)
13 300 372,774.12 54,677,537.06 N L(24),GRTR1% or YM(91),O(5)
14 360 336,918.48 53,561,594.73 N L(48), D(70), O(2)
15 IO IO 52,100,000.00 N L(26),D(54) or (YM2%(22),YM1%(32)),O(4)
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16 IO IO 51,000,000.00 N L(26),D(90),O(4)
17 360 257,674.38 44,267,301.13 N L(24),D(29),O(7)
18 IO IO 44,687,500.00 N L(24),D(93),O(3)
19 IO IO 41,000,000.00 Y L(25),D(91),O(4)
20 360 206,627.99 36,587,186.33 N L(25),D(92),O(3)
20.01
20.02
20.03
20.04
20.05
20.06
20.07
21 360 215,530.54 34,449,089.70 N L(25),D(92),O(3)
21.01
21.02
21.03
21.04
21.05
21.06
22 300 226,328.27 34,536,243.64 N L(25),D(56),O(3)
23 360 198,570.42 32,691,567.35 N L(48),D(69),O(3)
23.01
23.02
23.03
24 360 187,538.73 30,249,744.27 N L(36),D(81),O(3)
25 IO IO 33,000,000.00 N GRTR1% or YM(56),O(4)
26 360 179,290.56 30,922,963.10 N L(25),D(32),O(3)
27 360 165,172.55 27,828,704.76 N L(24),D(57),O(3)
28 IO IO 29,550,000.00 N L(26),D(87),O(7)
29 360 146,762.39 23,428,314.29 N L(26),D(91),O(3)
30 300 156,287.89 21,589,881.07 N L(25),D(92),O(3)
31 IO IO 24,000,000.00 N GRTR1% or YM(50),O(10)
32 360 132,083.29 19,870,727.75 N L(24),D(93),O(3)
33 300 147,410.06 18,145,854.82 N L(48),D(69),O(3)
34 360 124,031.85 19,922,362.38 N L(26),D(87),O(7)
35 Varies Steps 17,050,000.00 Y L(25),D(92),O(3)
36 IO IO 18,550,000.00 N L(24),D(31),O(5)
37 360 97,063.09 17,009,505.69 N L(26),D(90),O(4)
38 IO IO 17,150,000.00 N L(26),D(91),O(3)
39 179 125,172.28 6,701,138.57 N L(25),D(92),O(3)
39.01
39.02
39.03
40 360 82,601.88 12,598,425.16 N L(48),D(69),O(3)
41 Varies Steps 12,750,000.00 Y L(26),D(91),O(3)
42 360 80,890.34 12,992,679.63 N L(24),D(93),O(3)
43 360 81,166.18 12,359,416.86 N L(36),D(81),O(3)
44 360 82,644.84 12,423,168.05 N L(24),D(93),O(3)
45 298 87,863.38 11,222,788.97 N L(47),GRTR1% or YM(69),O(4)
46 IO IO 14,491,000.00 N L(25),D(92),O(3)
47 358 76,357.44 11,561,800.47 N L(26),D(91),O(3)
48 IO IO 13,535,000.00 Y L(24),GRTR1% or YM(93),O(3)
49 360 72,636.02 11,687,653.25 N L(26),D(91),O(3)
50 360 68,363.74 11,460,642.67 N L(25),D(92),O(3)
51 358 71,705.98 10,770,399.57 Y L(26),D(93),O(1)
52 360 70,959.81 11,854,939.48 N L(26),D(91),O(3)
53 360 67,864.61 11,434,008.05 N L(24),D(57),O(3)
54 300 70,172.56 10,108,893.83 N L(26),D(91),O(3)
55 300 71,203.52 9,020,384.41 N L(24),D(93),O(3)
56 360 64,453.52 9,776,309.95 N L(24),D(93),O(3)
57 360 62,542.33 9,987,737.50 N L(24),D(93),O(3)
58 360 62,676.81 9,491,164.52 N L(26),D(91),O(3)
59 358 57,358.88 8,863,064.46 N L(48),D(68),O(4)
60 359 59,972.90 8,963,994.92 N L(25),D(91),O(4)
61 360 58,620.39 9,490,935.07 N L(26),D(91),O(3)
62 360 55,754.55 8,456,849.72 N L(24),D(93),O(3)
63 360 55,439.04 8,408,994.11 N L(24),D(93),O(3)
64 360 53,755.22 8,156,680.82 Y L(25),D(94),O(1)
65 360 53,774.23 8,983,821.40 N L(26),D(91),O(3)
66 360 53,031.59 9,002,981.85 N L(25),D(32),O(3)
67 360 52,665.48 8,798,588.17 N L(26),D(91),O(3)
68 300 57,900.72 7,083,934.57 N L(24),D(93),O(3)
69 360 50,518.20 8,000,903.93 N L(26),D(91),O(3)
70 359 52,063.55 7,676,813.96 N L(25),D(92),O(3)
71 IO IO 9,000,000.00 N L(27),D(90),O(3)
72 300 55,644.74 287,497.89 N L(24),D(270),O(6)
73 360 49,865.70 8,621,482.40 N L(24),D(89),O(7)
74 359 49,364.40 7,443,894.51 N L(25),D(92),O(3)
75 178 69,856.17 92,856.57 N L(26),D(151),O(3)
76 358 46,371.36 7,055,530.70 N L(26),D(91),O(3)
77 360 46,567.38 7,779,803.71 N L(26),D(91),O(3)
78 299 50,015.67 6,288,152.71 N L(25),D(92),O(3)
79 360 45,523.12 6,904,945.57 N L(24),D(93),O(3)
80 360 44,302.94 7,158,754.09 N L(25),D(92),O(3)
81 360 43,583.57 6,604,484.59 N L(48),D(69),(3)
82 359 45,022.39 7,423,473.63 Y L(25),D(32),O(3)
83 360 43,341.34 6,499,381.61 N L(48),D(69),O(3)
84 359 44,287.54 6,514,665.92 N L(25),D(92),O(3)
85 360 41,023.64 6,853,636.90 N L(26),D(91),O(3)
86 360 41,241.24 6,255,470.82 N L(24),D(93),O(3)
87 360 40,582.58 6,504,404.66 N L(24),D(93),O(3)
88 360 39,360.52 6,575,786.72 N L(26),D(91),O(3)
89 360 38,333.43 6,458,516.93 N L(24),D(57),O(3)
90 262 45,728.99 4,880,203.29 N L(26),D(89),O(5)
91 358 36,895.75 5,532,928.16 N L(26),D(82),O(12)
92 360 37,240.67 6,070,906.68 N L(24),GRTR1%orYM(56),O(4)
93 360 36,531.17 5,541,048.88 N L(24),D(93),O(3)
94 357 34,585.59 5,301,246.55 N L(27),D(90),O(3)
95 357 36,767.89 5,388,122.39 N L(27),D(90),O(3)
96 360 36,057.91 5,469,264.77 N L(24),D(93),O(3)
97 299 41,425.65 5,771,632.59 N L(25),D(32),O(3)
98 360 34,371.16 5,742,236.17 N L(26),D(91),O(3)
99 354 33,555.44 4,840,055.39 N L(30),D(87),O(3)
100 360 30,201.10 4,782,857.85 N L(25),D(92),O(3)
101 360 29,381.80 4,908,685.63 N L(26),D(91),O(3)
102 180 41,910.07 N L(36),D(141),O(3)
102.01
102.02
103 360 28,130.81 4,225,223.66 N L(24),D(93),O(3)
104 359 28,168.46 4,196,793.92 N L(48),D(65),O(7)
105 358 28,893.40 4,197,066.58 N L(26),D(91),O(3)
106 360 27,728.21 4,230,456.59 N L(24),D(93),O(3)
107 358 27,198.90 4,078,777.62 N L(26),D(82),O(12)
108 360 27,027.64 4,359,351.75 N L(25),D(92),O(3)
109 360 27,494.16 4,170,313.88 N L(24),D(93),O(3)
110 IO IO 4,809,000.00 Y L(48),D(68),O(4)
111 180 38,241.69 N L(36),GRTR1%orYM(141),O(3)
112 358 26,002.63 3,956,372.63 N L(26),D(91),O(3)
113 358 26,375.22 3,945,745.03 N L(26),D(91),O(3)
114 IO IO 4,735,000.00 Y L(48),D(68),O(4)
115 360 25,478.74 4,292,725.73 N L(24),D(57),O(3)
116 IO IO 4,615,000.00 Y L(24),GRTR1% or YM(93),O(3)
117 358 25,208.74 3,780,330.48 N L(26),D(82),O(12)
118 360 25,720.16 4,031,102.63 N L(24),D(57),O(3)
119 179 36,269.21 1,942,864.08 N L(25),D(92),O(3)
120 358 24,462.43 3,668,412.80 N L(26),D(82),O(12)
121 360 24,392.43 4,075,135.77 N L(26),D(91),O(3)
122 360 24,392.43 4,075,135.77 N L(26),D(91),O(3)
123 358 23,881.96 3,581,365.71 N L(26),D(82),O(12)
124 360 23,718.13 3,825,553.58 N L(25),D(92),O(3)
125 360 23,452.64 3,817,554.24 N L(60),GRTR1%orYM(57),O(3)
126 179 34,657.25 1,856,513.79 N L(25),D(92),O(3)
127 358 22,998.62 3,479,570.46 N L(26),D(91),O(3)
128 360 23,283.69 3,889,901.86 N L(26),D(91),O(3)
129 360 23,374.99 3,663,164.92 N L(25),D(92),O(3)
130 298 25,892.10 3,201,217.21 N L(26),D(90),O(4)
131 360 23,761.97 3,583,635.61 N L(27),D(90),O(3)
132 360 22,729.31 3,797,285.59 N L(26),D(91),O(3)
133 360 22,160.28 3,552,962.04 N L(25),D(92),O(3)
134 300 24,811.64 3,669,019.63 N L(24),D(32),O(4)
135 179 33,045.28 1,770,165.08 N L(25),D(92),O(3)
136 360 22,174.94 3,704,668.63 N L(26),D(91),O(3)
137 359 21,727.70 3,268,520.15 N L(25),GRTR1%orYM(92),O(3)
138 358 21,421.90 3,212,451.89 N L(26),D(82),O(12)
139 358 21,128.90 3,168,513.83 N L(26),D(82),O(12)
140 239 27,093.01 86,758.02 N L(25),D(212),O(3)
141 360 20,410.45 3,438,806.37 N L(24),D(57),O(3)
142 358 20,309.51 3,023,745.62 N L(26),D(91),O(3)
143 360 20,327.61 3,002,314.44 N L(36),D(81),O(3)
144 360 19,678.08 3,002,260.14 N L(24),D(93),O(3)
145 359 20,026.60 2,929,572.63 N L(25),D(92),O(3)
146 300 20,047.94 2,682,279.09 N L(25),D(92),O(3)
147 IO IO 3,406,000.00 Y L(48),D(68),O(4)
148 360 18,848.70 3,148,968.27 N L(26),D(91),O(3)
149 IO IO 3,373,000.00 Y L(48),D(68),O(4)
150 IO IO 3,350,000.00 Y L(36),D(81),O(3)
151 360 17,998.54 2,725,227.28 N L(24),D(93),O(3)
152 357 18,079.91 2,729,016.71 N L(27),D(90),O(3)
153 298 19,860.92 2,469,323.10 N L(26),D(91),O(3)
154 360 17,739.95 2,963,735.04 N L(26),D(91),O(3)
155 IO IO 3,151,000.00 Y L(48),D(68),O(4)
156 179 25,388.45 1,360,004.38 N L(25),D(92),O(3)
157 IO IO 3,137,000.00 Y L(48),D(68),O(4)
158 298 19,271.49 2,647,143.79 N L(26),D(55),O(3)
159 360 17,582.01 2,715,057.47 N L(24),D(93),O(3)
160 IO IO 3,100,000.00 Y L(36),D(81),O(3)
161 359 17,504.33 2,585,143.71 N L(25),D(92),O(3)
162 358 16,971.67 2,545,090.91 N L(26),D(82),O(12)
163 360 16,736.91 2,819,876.73 N L(24),D(57),O(3)
164 360 16,631.21 2,778,501.13 N L(26),D(91),O(3)
165 359 16,454.80 2,481,298.35 N L(25),D(92),O(3)
166 179 24,179.47 1,295,243.25 N L(25),D(92),O(3)
167 360 16,076.83 2,685,884.86 N L(26),D(91),O(3)
168 360 16,076.83 2,685,884.86 N L(26),D(91),O(3)
169 360 16,226.06 2,461,169.08 N L(24),D(93),O(3)
170 358 15,921.31 2,387,577.14 N L(26),D(82),O(12)
171 358 15,867.81 2,385,296.94 N L(26),D(91),O(3)
172 300 16,561.34 2,215,796.01 N L(25),D(92),O(3)
173 359 15,722.86 2,331,324.84 N L(25),D(92),O(3)
174 IO IO 2,773,000.00 Y L(48),D(68),O(4)
175 360 15,249.40 2,334,419.34 N L(26),GRTR1%orYM(90),O(4)
176 358 15,036.79 2,254,933.97 N L(26),D(82),O(12)
177 IO IO 2,707,000.00 Y L(48),D(8),O(4)
178 360 14,968.08 2,500,651.64 N L(26),D(91),O(3)
179 360 14,776.57 2,489,595.89 N L(24),D(57),O(3)
180 360 13,989.16 2,398,563.70 N L(24),D(93),O(3)
181 359 14,502.57 2,160,726.13 N L(48),D(69),O(3)
182 358 14,240.73 2,135,555.11 N L(26),D(82),O(12)
183 359 14,013.18 2,099,561.78 N L(25),D(91),O(4)
184 358 13,914.56 2,086,642.94 N L(26),D(82),O(12)
185 299 15,456.87 1,907,266.31 N L(36),GRTR1%orYM(81),O(3)
186 359 13,208.33 1,986,942.34 N L(25),D(92),O(3)
187 358 13,129.55 1,968,922.12 N L(26),D(82),O(12)
188 300 13,365.29 1,788,186.52 N L(25),D(92),O(3)
189 119 24,620.53 13,187.61 N L(25),D(92),O(3)
190 358 12,521.45 1,877,729.94 N L(26),D(82),O(12)
191 358 11,940.98 1,790,682.86 N L(26),D(82),O(12)
192 360 11,939.05 1,784,619.13 Y L(24),D(93),O(3)
193 360 11,641.84 1,944,951.27 N L(26),D(91),O(3)
194 358 11,554.01 1,732,651.47 N L(26),D(82),O(12)
195 360 11,732.61 1,719,144.06 N L(48),D(69),O(3)
196 359 11,409.22 1,702,574.78 N L(25),D(92),O(3)
197 IO IO 2,000,000.00 Y L(25),D(56),O(3)
198 299 12,020.38 1,510,298.65 N L(48),D(65),O(7)
199 357 11,275.87 1,652,413.09 N L(27),D(90),O(3)
200 360 9,908.60 1,636,777.14 N L(26),D(91),O(3)
201 360 10,017.85 1,569,928.17 N L(25),D(92),O(3)
202 358 9,757.33 1,463,220.02 N L(26),D(82),O(12)
203 300 10,169.24 1,360,577.02 N L(25),D(92),O(3)
204 IO IO 1,736,000.00 Y L(48),D(68),O(4)
205 358 9,536.20 1,430,059.23 N L(26),D(82),O(12)
206 360 9,561.92 1,428,147.76 Y L(24),D(93),O(3)
207 360 9,424.35 1,574,484.13 N L(26),D(91),O(3)
208 358 9,398.00 1,409,333.73 N L(26),D(82),O(12)
209 358 9,398.00 1,409,333.73 N L(26),D(82),O(12)
210 IO IO 1,687,000.00 Y L(48),D(68),O(4)
211 358 9,287.43 1,392,753.33 N L(26),D(82),O(12)
212 IO IO 1,658,000.00 Y L(48),D(68),O(4)
213 358 8,928.10 1,338,867.04 N L(26),D(82),O(12)
214 358 8,673.80 1,300,732.13 N L(26),D(82),O(12)
215 358 8,402.91 1,260,110.16 N L(26),D(82),O(12)
216 360 8,315.60 1,389,250.91 N L(26),D(91),O(3)
217 359 8,227.40 1,240,649.09 N L(25),D(92),O(3)
218 358 8,292.35 1,243,529.76 N L(26),D(82),O(12)
219 IO IO 1,388,000.00 Y L(48),D(68),O(4)
220 358 7,518.40 1,127,466.98 N L(26),D(82),O(12)
221 358 7,518.40 1,127,466.98 N L(26),D(82),O(12)
222 239 9,723.30 N L(36),D(201),O(3)
223 358 7,297.27 1,094,306.19 N L(26),D(82),O(12)
224 359 7,512.29 1,091,128.57 N L(36),D(81),O(3)
225 358 6,882.65 1,032,129.70 N L(26),D(82),O(12)
226 IO IO 1,187,000.00 Y L(48),D(68),O(4)
227 360 6,098.11 1,018,783.77 N L(26),D(91),O(3)
228 358 5,528.23 829,019.84 N L(26),D(82),O(12)
229 358 5,528.23 829,019.84 N L(26),D(82),O(12)
230 358 5,528.23 829,019.84 N L(26),D(82),O(12)
231 358 5,390.03 808,294.35 N L(26),D(82),O(12)
232 358 4,864.84 729,537.46 N L(26),D(82),O(12)
233 358 3,095.81 464,251.11 N L(26),D(82),O(12)
LTV
MORTGAGE CUT-OFF RATIO AT
LOAN APPRAISED APPRAISAL DATE LTV MATURITY YEAR YEAR NUMBER UNIT OF
NUMBER VALUE ($) DATE DSCR (X) RATIO OR ARD BUILT RENOVATED OF UNITS MEASURE
- ------------------------------------------------------------------------------------------------------------------------------------
1 294,000,000 07/12/05 1.44 68.03% 68.03% 1913 2001 597,953 Sq. Ft.
2 487,000,000 Various 1.27 79.88% 74.17% Various Various 2,990,570 Sq. Ft.
2.01 101,000,000 04/23/05 1990 1,048,631 Sq. Ft.
2.02 74,500,000 05/04/05 1989 326,306 Sq. Ft.
2.03 68,500,000 05/09/05 1993 351,075 Sq. Ft.
2.04 62,700,000 05/09/05 1931 1998 146,365 Sq. Ft.
2.05 45,000,000 05/06/05 1999 182,554 Sq. Ft.
2.06 26,500,000 05/05/05 1988 131,891 Sq. Ft.
2.07 25,600,000 05/02/05 1962 1997 97,256 Sq. Ft.
2.08 16,900,000 05/09/05 1911 1997 88,717 Sq. Ft.
2.09 17,200,000 05/09/05 1994 2005 118,040 Sq. Ft.
2.10 15,100,000 05/01/05 1972 1996 138,020 Sq. Ft.
2.11 15,000,000 05/01/05 1982 130,600 Sq. Ft.
2.12 8,000,000 05/09/05 1998 103,000 Sq. Ft.
2.13 6,700,000 05/09/05 1974 1994 74,285 Sq. Ft.
2.14 4,300,000 05/09/05 1994 53,830 Sq. Ft.
3 494,000,000 05/27/05 1.48 73.89% 73.89% 1980 2002 1,069,563 Sq. Ft.
4 191,000,000 Various 1.33 74.67% 69.06% Various Various 1,715,219 Sq. Ft.
4.01 26,900,000 06/23/05 1984 208,975 Sq. Ft.
4.02 18,800,000 06/28/05 1989 122,082 Sq. Ft.
4.03 18,600,000 06/21/05 1992 131,917 Sq. Ft.
4.04 13,700,000 06/21/05 1970 96,567 Sq. Ft.
4.05 13,700,000 06/23/05 1984 218,261 Sq. Ft.
4.06 13,500,000 06/21/05 1986 85,152 Sq. Ft.
4.07 10,500,000 06/27/05 1989 265,085 Sq. Ft.
4.08 10,300,000 07/01/05 1985 126,292 Sq. Ft.
4.09 9,700,000 07/08/05 1986 39,349 Sq. Ft.
4.10 8,400,000 07/01/06 2005 47,545 Sq. Ft.
4.11 7,200,000 07/11/05 1988 26,978 Sq. Ft.
4.12 5,900,000 06/21/05 1984 29,987 Sq. Ft.
4.13 6,100,000 07/01/05 1988 86,334 Sq. Ft.
4.14 5,200,000 06/21/05 1987 33,022 Sq. Ft.
4.15 4,800,000 07/11/05 1942 31,281 Sq. Ft.
4.16 4,500,000 06/17/05 1980 20,528 Sq. Ft.
4.17 3,600,000 07/12/05 1948 1999 26,200 Sq. Ft.
4.18 3,500,000 07/08/05 1981 12,560 Sq. Ft.
4.19 3,200,000 07/11/05 1981 89,616 Sq. Ft.
4.20 2,900,000 06/21/05 1989 17,488 Sq. Ft.
5 167,500,000 06/27/05 1.45 74.93% 71.13% 1989 987,300 Sq. Ft.
6 147,000,000 05/24/05 1.82 69.05% 69.05% 1984 959,466 Sq. Ft.
7 193,810,000 Various 3.04 48.14% 48.14% Various 1,969,198 Sq. Ft.
7.01 16,850,000 05/11/05 1999 97,790 Sq. Ft.
7.02 15,130,000 06/22/05 1978 77,269 Sq. Ft.
7.03 13,610,000 05/16/05 1982 105,750 Sq. Ft.
7.04 13,950,000 05/19/05 1995 93,655 Sq. Ft.
7.05 11,830,000 05/11/05 1999 79,750 Sq. Ft.
7.06 10,150,000 06/22/05 1977 83,050 Sq. Ft.
7.07 9,800,000 06/08/05 1986 96,345 Sq. Ft.
7.08 9,250,000 05/16/05 1986 80,336 Sq. Ft.
7.09 8,380,000 05/19/05 1987 80,175 Sq. Ft.
7.10 7,590,000 05/19/05 2000 75,650 Sq. Ft.
7.11 7,500,000 05/18/05 1979 115,017 Sq. Ft.
7.12 6,430,000 06/06/05 1962 59,700 Sq. Ft.
7.13 5,910,000 05/25/05 1987 76,250 Sq. Ft.
7.14 5,800,000 05/18/05 1996 69,500 Sq. Ft.
7.15 5,660,000 06/22/05 1985 49,000 Sq. Ft.
7.16 5,000,000 07/08/05 1985 60,750 Sq. Ft.
7.17 4,900,000 05/26/05 1988 58,600 Sq. Ft.
7.18 4,900,000 05/26/05 1997 71,095 Sq. Ft.
7.19 4,330,000 06/02/05 1988 31,606 Sq. Ft.
7.20 3,200,000 05/19/05 1982 46,450 Sq. Ft.
7.21 4,300,000 06/29/05 1995 54,725 Sq. Ft.
7.22 3,100,000 06/03/05 1996 57,486 Sq. Ft.
7.23 2,760,000 06/02/05 1992 62,006 Sq. Ft.
7.24 3,200,000 05/26/05 1998 57,075 Sq. Ft.
7.25 2,800,000 06/10/05 1982 62,379 Sq. Ft.
7.26 2,400,000 05/27/05 1990 31,650 Sq. Ft.
7.27 2,450,000 05/24/05 1995 50,314 Sq. Ft.
7.28 2,630,000 05/23/05 1986 85,825 Sq. Ft.
8 94,000,000 06/03/05 1.20 79.79% 71.34% 1927 1999 252,503 Sq. Ft.
9 96,000,000 05/24/05 1.64 72.92% 72.92% 1982 574,216 Sq. Ft.
10 92,300,000 08/11/05 1.47 74.76% 69.06% 1973 1999 1,122,280 Sq. Ft.
11 81,800,000 05/13/05 1.20 79.69% 62.72% 1989 207,055 Sq. Ft.
12 77,500,000 08/01/05 1.29 80.00% 70.71% 2004 224,509 Sq. Ft.
13 87,300,000 09/01/05 1.35 69.87% 62.63% 2000 300 Rooms
14 75,000,000 06/01/05 1.20 80.00% 71.42% 1922 1995 250,517 Sq. Ft.
15 150,360,000 Various 3.76 34.65% 34.65% Various 1,367,692 Sq. Ft.
15.01 20,920,000 06/09/05 2000 103,617 Sq. Ft.
15.02 14,100,000 05/11/05 1988 92,525 Sq. Ft.
15.03 12,000,000 06/07/05 1987 79,436 Sq. Ft.
15.04 12,900,000 05/12/05 1990 82,795 Sq. Ft.
15.05 9,270,000 05/17/05 2000 72,950 Sq. Ft.
15.06 8,700,000 06/09/05 1986 63,396 Sq. Ft.
15.07 8,250,000 05/20/05 1987 87,149 Sq. Ft.
15.08 8,230,000 05/24/05 1989 63,650 Sq. Ft.
15.09 6,720,000 05/20/05 1988 87,150 Sq. Ft.
15.10 7,100,000 05/24/05 1986 70,475 Sq. Ft.
15.11 5,400,000 06/10/05 1989 51,780 Sq. Ft.
15.12 5,100,000 06/09/05 1984 28,508 Sq. Ft.
15.13 4,480,000 06/06/05 1995 53,967 Sq. Ft.
15.14 3,600,000 06/06/05 1987 81,660 Sq. Ft.
15.15 3,300,000 06/03/05 1971 36,863 Sq. Ft.
15.16 3,300,000 05/27/05 1987 49,034 Sq. Ft.
15.17 3,550,000 06/09/05 1975 36,378 Sq. Ft.
15.18 3,320,000 05/17/05 1988 24,940 Sq. Ft.
15.19 2,540,000 05/25/05 1978 59,999 Sq. Ft.
15.20 2,780,000 05/25/05 1987 50,600 Sq. Ft.
15.21 3,000,000 05/24/05 2000 63,450 Sq. Ft.
15.22 1,800,000 05/27/05 1982 27,370 Sq. Ft.
16 73,900,000 07/30/05 1.59 69.01% 69.01% 2003 342,068 Sq. Ft.
17 64,300,000 09/06/05 1.52 74.65% 68.84% 1952 2005 226,750 Sq. Ft.
18 69,000,000 07/20/05 1.67 64.76% 64.76% 2004 253,674 Sq. Ft.
19 51,500,000 06/29/05 1.69 79.61% 79.61% 1986 199,900 Sq. Ft.
20 62,550,000 Various 1.44 62.35% 58.49% Various Various 702,671 Sq. Ft.
20.01 11,600,000 06/21/05 1986 111,175 Sq. Ft.
20.02 9,600,000 07/01/05 1991 83,533 Sq. Ft.
20.03 8,150,000 06/30/05 1985 90,454 Sq. Ft.
20.04 8,300,000 07/01/05 1978 112,254 Sq. Ft.
20.05 7,500,000 07/01/05 1925 91,932 Sq. Ft.
20.06 12,900,000 06/01/06 1972 178,663 Sq. Ft.
20.07 4,500,000 06/30/05 1994 34,660 Sq. Ft.
21 48,300,000 Various 1.35 80.00% 71.32% Various Various 579,576 Sq. Ft.
21.01 14,500,000 06/30/05 2002 113,101 Sq. Ft.
21.02 9,750,000 06/27/05 1997 236,740 Sq. Ft.
21.03 7,600,000 07/07/05 1983 76,500 Sq. Ft.
21.04 6,250,000 06/27/05 1974 2001 60,000 Sq. Ft.
21.05 6,000,000 06/17/05 2003 35,250 Sq. Ft.
21.06 4,200,000 07/13/05 1996 57,985 Sq. Ft.
22 61,900,000 07/01/05 2.18 61.71% 55.79% 1997 299 Rooms
23 47,550,000 Various 1.40 75.71% 68.75% Various 2003 1,039 Units
23.01 20,200,000 08/05/05 1974 2003 450 Units
23.02 17,050,000 07/28/06 1974 2003 337 Units
23.03 10,300,000 07/28/05 1973 2003 252 Units
24 47,500,000 08/19/05 1.30 71.58% 63.68% 1984 2001 588 Units
25 46,200,000 06/30/05 1.43 71.43% 71.43% 1989 2004 480 Units
26 44,000,000 07/19/05 1.27 72.73% 70.28% 1997 598 Units
27 37,600,000 07/21/05 1.24 80.00% 74.01% 1954 1998 661 Units
28 39,480,000 06/29/05 1.66 74.85% 74.85% 1997 372 Units
29 34,000,000 06/27/05 1.24 79.41% 68.91% 1985 176,862 Sq. Ft.
30 34,500,000 07/20/05 1.47 73.91% 62.58% 2002 190 Rooms
31 30,100,000 04/27/05 1.50 79.73% 79.73% 1997 302 Units
32 38,300,000 07/01/05 1.99 62.66% 51.88% 1984 210,037 Sq. Ft.
33 31,100,000 07/01/05 1.43 76.37% 58.35% 1913 1990 164 Rooms
34 29,000,000 06/24/05 1.33 79.31% 68.70% 2001 130,373 Sq. Ft.
35 23,600,000 06/24/05 1.24 79.66% 72.25% 2005 86,199 Sq. Ft.
36 26,800,000 03/01/06 1.83 69.22% 69.22% 1961 1988 280,572 Sq. Ft.
37 23,125,000 06/17/05 1.28 80.00% 73.55% 1999 320 Units
38 21,900,000 06/28/05 1.52 78.31% 78.31% 1966 228 Units
39 28,600,000 07/18/05 1.60 54.00% 23.43% Various 306 Rooms
39.01 11,800,000 07/18/05 1999 116 Rooms
39.02 10,600,000 07/18/05 1996 102 Rooms
39.03 6,200,000 07/18/05 2001 88 Rooms
40 19,150,000 08/05/05 1.41 79.90% 65.79% 1996 274 Units
41 20,420,000 07/07/05 1.32 74.65% 62.44% 2000 131,341 Sq. Ft.
42 22,000,000 08/04/05 1.20 68.18% 59.06% 2004 210 Units
43 20,300,000 08/11/05 1.28 73.89% 60.88% 1984 2002 137,066 Sq. Ft.
44 18,850,000 06/15/05 1.24 79.58% 65.91% 1950 1994 48,234 Sq. Ft.
45 31,000,000 06/25/05 1.46 48.23% 36.20% 1972 2004 102 Rooms
46 23,600,000 07/22/05 2.20 61.40% 61.40% 1971 2001 145 Units
47 17,650,000 06/27/06 1.30 79.15% 65.51% 2001 228 Units
48 19,600,000 05/15/05 1.79 69.06% 69.06% 2002 80,160 Sq. Ft.
49 17,500,000 06/14/05 1.25 77.14% 66.79% 1970 322 Units
50 19,000,000 07/08/05 1.34 68.42% 60.32% 1999 112,992 Sq. Ft.
51 16,250,000 06/22/05 1.27 79.83% 66.28% 1999 48,250 Sq. Ft.
52 17,040,000 05/11/05 1.33 75.12% 69.57% 1958 120,872 Sq. Ft.
53 15,700,000 07/20/05 1.22 78.72% 72.83% 1984 348 Units
54 19,100,000 07/05/05 1.74 63.35% 52.93% 1996 100,597 Sq. Ft.
55 18,150,000 07/12/05 1.87 66.12% 49.70% 1981 2002 153 Rooms
56 14,300,000 08/09/05 1.23 80.00% 68.37% 1970 354 Pads
57 14,200,000 06/09/05 1.31 78.87% 70.34% 2004 33,862 Sq. Ft.
58 14,500,000 05/05/05 1.27 76.55% 65.46% 1999 337 Units
59 13,550,000 07/05/05 1.24 79.67% 65.41% 1997 77,661 Sq. Ft.
60 15,800,000 07/01/05 1.38 68.28% 56.73% 1989 2004 187,276 Sq. Ft.
61 13,450,000 06/15/05 1.36 75.84% 70.56% 1962 2004 101,878 Sq. Ft.
62 12,370,000 08/16/05 1.08 80.00% 68.37% 1969 250 Pads
63 12,300,000 08/02/05 1.21 80.00% 68.37% 1970 315 Pads
64 12,600,000 11/23/05 1.24 77.00% 64.74% 2005 169,793 Sq. Ft.
65 12,900,000 06/22/05 1.29 75.19% 69.64% 1985 125,548 Sq. Ft.
66 12,500,000 08/15/05 1.37 76.40% 72.02% 1998 2003 192 Units
67 12,700,000 06/01/05 1.29 74.80% 69.28% 1988 70,430 Sq. Ft.
68 13,200,000 03/02/05 1.46 70.00% 53.67% 1986 2001 80 Rooms
69 11,800,000 06/01/05 1.23 77.97% 67.80% 2005 96 Units
70 11,550,000 05/13/05 1.24 79.57% 66.47% 1967 2004 416 Pads
71 16,200,000 05/05/05 1.82 55.56% 55.56% 1947 1995 28,213 Sq. Ft.
72 13,800,000 08/05/05 1.28 65.22% 2.08% 1991 1996 48,324 Sq. Ft.
73 14,400,000 08/08/05 1.50 62.50% 59.87% 1974 80,103 Sq. Ft.
74 11,300,000 08/03/05 1.21 79.55% 65.88% 1999 28,259 Sq. Ft.
75 19,100,000 06/27/05 1.86 45.58% 0.49% 1995 144 Units
76 10,700,000 06/14/05 1.25 79.82% 65.94% 2003 63,738 Sq. Ft.
77 11,160,000 06/01/05 1.32 75.27% 69.71% 1991 71,285 Sq. Ft.
78 12,100,000 05/05/05 1.21 68.73% 51.97% 2005 23,442 Sq. Ft.
79 10,100,000 08/09/05 1.24 80.00% 68.37% 1973 156 Pads
80 11,250,000 07/25/05 1.36 71.56% 63.63% 1984 2004 256 Units
81 10,000,000 10/01/05 1.33 80.00% 66.04% 1988 110,800 Sq. Ft.
82 13,600,000 08/11/05 1.49 58.76% 54.58% 1985 97,856 Sq. Ft.
83 9,800,000 08/18/05 1.20 80.00% 66.32% 1965 2003 101 Units
84 9,900,000 06/09/05 1.31 78.70% 65.80% 2004 71,636 Sq. Ft.
85 9,900,000 07/08/05 1.28 74.75% 69.23% 1995 78,765 Sq. Ft.
86 9,150,000 08/09/05 1.25 80.00% 68.37% 2001 193 Pads
87 9,450,000 07/19/05 1.25 77.25% 68.83% 2004 91 Units
88 9,430,000 05/24/05 1.24 75.29% 69.73% 1997 75,811 Sq. Ft.
89 8,900,000 07/19/05 1.28 78.44% 72.57% 1972 2000 260 Units
90 10,250,000 05/06/05 1.21 68.04% 47.61% 2003 73,425 Sq. Ft.
91 9,400,000 06/03/05 1.24 70.85% 58.86% 1975 123 Units
92 8,900,000 07/08/05 1.20 73.37% 68.21% 1969 108 Units
93 8,100,000 08/02/05 1.27 80.05% 68.41% 1970 171 Pads
94 12,900,000 06/21/05 2.65 49.83% 41.09% 1985 1998 127 Units
95 8,050,000 04/26/05 1.32 79.76% 66.93% 1987 27,217 Sq. Ft.
96 8,000,000 08/02/05 1.26 80.00% 68.37% 1994 173 Pads
97 8,850,000 07/01/05 1.75 71.93% 65.22% 2002 85 Rooms
98 8,300,000 05/19/05 1.21 74.70% 69.18% 1960 52,744 Sq. Ft.
99 9,900,000 03/14/05 1.87 57.74% 48.89% 1968 1997 202 Units
100 7,375,000 06/30/05 1.25 74.58% 64.85% 2002 56,420 Sq. Ft.
101 6,520,000 06/30/05 1.20 81.29% 75.29% 1990 78,632 Sq. Ft.
102 8,400,000 07/21/05 1.24 61.31% Various Various 104,443 Sq. Ft.
102.01 5,400,000 07/21/05 1986 2002 65,950 Sq. Ft.
102.02 3,000,000 07/21/05 1987 2005 38,493 Sq. Ft.
103 13,400,000 08/31/05 2.54 38.06% 31.53% 1985 1989 386 Pads
104 6,700,000 06/01/05 1.28 75.29% 62.64% 1976 150 Units
105 6,300,000 06/01/05 1.32 79.21% 66.62% 1972 214 Pads
106 6,200,000 08/02/05 1.13 80.00% 68.23% 1970 174 Pads
107 6,150,000 05/26/05 1.21 79.83% 66.32% 1961 1987 70 Units
108 6,370,000 07/29/05 1.22 76.92% 68.44% 1962 2003 100 Units
109 6,100,000 08/02/05 1.29 80.00% 68.37% 1994 139 Pads
110 7,350,000 04/19/05 1.97 65.43% 65.43% 2005 14,293 Sq. Ft.
111 11,300,000 07/24/05 1.55 42.48% 1988 206 Units
112 6,100,000 06/08/05 1.31 78.51% 64.86% 2004 69 Units
113 6,100,000 06/28/05 1.20 77.78% 64.68% 2004 21,770 Sq. Ft.
114 7,250,000 04/19/05 1.97 65.31% 65.31% 2005 14,470 Sq. Ft.
115 7,000,000 07/19/05 1.32 66.29% 61.32% 1977 2000 244 Units
116 6,400,000 05/14/05 1.70 72.11% 72.11% 2001 22,933 Sq. Ft.
117 5,900,000 06/03/05 1.18 77.12% 64.07% 1964 2004 58 Units
118 6,100,000 08/15/05 1.29 73.77% 66.08% 1961 158 Pads
119 9,400,000 07/18/05 2.08 47.70% 20.67% 1998 2002 130 Rooms
120 6,100,000 06/03/05 1.19 72.39% 60.14% 1984 60 Units
121 5,870,000 05/26/05 1.21 74.96% 69.42% 1915 1997 64,901 Sq. Ft.
122 5,850,000 05/30/05 1.20 75.21% 69.66% 1989 70,775 Sq. Ft.
123 5,400,000 06/02/05 1.28 79.83% 66.32% 1988 46 Units
124 5,500,000 07/29/05 1.23 78.18% 69.56% 1962 2002 109 Units
125 6,430,000 11/21/05 1.47 66.87% 59.37% 2005 20,418 Sq. Ft.
126 9,000,000 07/05/05 2.02 47.60% 20.63% 2001 113 Rooms
127 5,300,000 06/06/05 1.21 79.30% 65.65% 2002 19,231 Sq. Ft.
128 5,620,000 05/27/05 1.25 74.73% 69.22% 1975 72,437 Sq. Ft.
129 5,200,000 08/25/05 1.23 80.77% 70.45% 2005 14,490 Sq. Ft.
130 5,315,000 07/01/05 1.20 78.79% 60.23% 2005 20,350 Sq. Ft.
131 5,380,000 05/13/05 1.31 77.79% 66.61% 1995 24,080 Sq. Ft.
132 5,360,000 06/02/05 1.37 76.49% 70.84% 1999 84,802 Sq. Ft.
133 6,000,000 07/21/05 1.45 68.33% 59.22% 1976 2005 184 Units
134 5,300,000 04/15/05 1.36 77.36% 69.23% 1992 2004 47,117 Sq. Ft.
135 7,400,000 07/11/05 1.62 55.20% 23.92% 1998 121 Rooms
136 5,350,000 05/15/05 1.26 74.77% 69.25% 1986 70,197 Sq. Ft.
137 6,640,000 07/11/05 1.58 59.39% 49.22% 1983 1998 86,718 Sq. Ft.
138 6,530,000 06/03/05 1.26 59.21% 49.20% 1964 123 Units
139 5,650,000 05/27/05 1.18 67.50% 56.08% 1985 88 Units
140 5,160,000 07/21/05 1.23 73.48% 1.68% 2004 13,813 Sq. Ft.
141 5,100,000 07/20/05 1.46 72.88% 67.43% 1983 142 Units
142 4,850,000 06/27/05 1.32 74.83% 62.35% 2002 13,824 Sq. Ft.
143 4,600,000 08/12/05 1.31 78.26% 65.27% 1987 26,019 Sq. Ft.
144 4,400,000 08/02/05 1.32 80.00% 68.23% 1970 106 Pads
145 4,450,000 08/13/05 1.22 78.57% 65.83% 2005 10,500 Sq. Ft.
146 7,200,000 06/28/05 1.83 47.92% 37.25% 2002 60,765 Sq. Ft.
147 5,250,000 05/04/05 1.91 64.88% 64.88% 2005 13,824 Sq. Ft.
148 4,490,000 06/03/05 1.27 75.72% 70.13% 1987 33,142 Sq. Ft.
149 5,350,000 04/19/05 2.00 63.05% 63.05% 2005 14,749 Sq. Ft.
150 6,000,000 08/10/05 2.07 55.83% 55.83% 2001 15,120 Sq. Ft.
151 4,200,000 09/01/05 1.29 78.57% 64.89% 2005 14,820 Sq. Ft.
152 4,125,000 06/01/05 1.27 79.74% 66.16% 1917 46,331 Sq. Ft.
153 4,950,000 05/02/05 1.34 65.46% 49.89% 2005 14,259 Sq. Ft.
154 4,950,000 05/25/05 1.22 64.65% 59.87% 1936 71,610 Sq. Ft.
155 5,400,000 04/19/05 2.14 58.35% 58.35% 2005 13,813 Sq. Ft.
156 4,700,000 07/18/05 1.37 66.78% 28.94% 1999 79 Rooms
157 4,840,000 05/04/05 1.88 64.81% 64.81% 2005 13,813 Sq. Ft.
158 3,900,000 05/24/05 1.27 79.76% 67.88% 1996 21,066 Sq. Ft.
159 3,900,000 03/03/05 1.62 79.49% 69.62% 1993 146 Pads
160 5,550,000 08/01/05 1.97 55.86% 55.86% 2004 14,560 Sq. Ft.
161 3,900,000 10/01/04 1.37 79.40% 66.29% 2004 13,650 Sq. Ft.
162 4,150,000 05/26/05 1.18 73.82% 61.33% 1992 35 Units
163 3,900,000 07/19/05 1.41 78.15% 72.30% 1976 180 Units
164 3,950,000 06/03/05 1.20 75.95% 70.34% 1996 61,090 Sq. Ft.
165 5,500,000 06/27/05 1.54 54.48% 45.11% 1978 26,256 Sq. Ft.
166 7,300,000 07/18/05 1.74 40.95% 17.74% 1990 2004 116 Rooms
167 3,850,000 05/26/05 1.20 75.32% 69.76% 1889 1996 48,768 Sq. Ft.
168 3,900,000 05/24/05 1.20 74.36% 68.87% 1987 89,250 Sq. Ft.
169 3,600,000 08/02/05 1.31 80.00% 68.37% 1970 103 Pads
170 3,600,000 06/03/05 1.18 79.83% 66.32% 1987 2004 40 Units
171 3,600,000 06/16/05 1.38 79.83% 66.26% 2005 51 Units
172 5,500,000 06/28/05 1.70 51.82% 40.29% 2001 49,929 Sq. Ft.
173 3,775,000 07/15/05 1.25 74.09% 61.76% 1968 95 Units
174 4,400,000 05/02/05 1.91 63.02% 63.02% 2004 13,813 Sq. Ft.
175 3,800,000 06/02/05 1.58 72.11% 61.43% 1984 96 Units
176 3,400,000 05/20/05 1.50 79.83% 66.32% 1985 60 Units
177 4,325,000 07/07/05 1.90 62.59% 62.59% 2005 20,000 Sq. Ft.
178 3,550,000 05/11/05 1.20 76.06% 70.44% 1990 72,685 Sq. Ft.
179 3,700,000 07/19/05 1.55 72.73% 67.29% 1976 109 Units
180 3,250,000 06/08/05 1.20 80.00% 73.80% 1969 2004 52 Units
181 3,475,000 04/20/05 1.28 74.74% 62.18% 1929 2005 13,000 Sq. Ft.
182 3,200,000 06/06/05 1.23 80.33% 66.74% 1964 26 Units
183 3,165,000 07/12/05 1.33 79.91% 66.34% 2001 14,490 Sq. Ft.
184 3,500,000 05/26/05 1.31 71.76% 59.62% 1980 36 Units
185 4,100,000 07/28/05 1.72 60.88% 46.52% 1962 1997 80 Units
186 3,100,000 07/28/05 1.65 77.33% 64.09% 1950 1997 77 Units
187 3,100,000 05/26/05 1.25 76.45% 63.51% 1985 33 Units
188 4,500,000 07/01/05 2.11 51.11% 39.74% 1987 72,389 Sq. Ft.
189 17,000,000 07/11/05 4.28 13.44% 0.08% 1990 129,703 Sq. Ft.
190 3,000,000 05/26/05 1.25 75.34% 62.59% 1982 36 Units
191 2,700,000 06/03/05 1.24 79.83% 66.32% 1973 31 Units
192 3,900,000 08/12/05 1.66 55.13% 45.76% 2005 13,650 Sq. Ft.
193 2,860,000 05/20/05 1.20 73.43% 68.01% 1977 44,500 Sq. Ft.
194 2,900,000 05/26/05 1.26 71.91% 59.75% 1984 36 Units
195 2,600,000 07/29/05 1.46 79.04% 66.12% 1987 28,200 Sq. Ft.
196 2,900,000 08/08/05 1.53 70.61% 58.71% 2004 12,640 Sq. Ft.
197 4,525,000 07/31/05 2.50 44.20% 44.20% 2003 19,417 Sq. Ft.
198 4,500,000 06/27/05 1.98 44.37% 33.56% 1983 56,828 Sq. Ft.
199 2,900,000 09/01/05 1.57 67.90% 56.98% 2005 5,280 Sq. Ft.
200 3,500,000 06/22/05 2.06 52.86% 46.77% 1996 63,425 Sq. Ft.
201 2,250,000 06/08/05 1.23 80.00% 69.77% 2003 6,720 Sq. Ft.
202 2,500,000 06/03/05 1.17 70.45% 58.53% 1972 28 Units
203 3,850,000 06/30/05 2.33 45.45% 35.34% 1997 49,119 Sq. Ft.
204 2,750,000 02/08/05 1.96 63.13% 63.13% 2004 10,055 Sq. Ft.
205 2,250,000 05/26/05 1.18 76.50% 63.56% 1987 28 Units
206 2,470,000 07/18/05 1.47 69.64% 57.82% 1997 2004 10,906 Sq. Ft.
207 2,250,000 05/18/05 1.24 75.56% 69.98% 1987 59,716 Sq. Ft.
208 2,200,000 05/26/05 1.23 77.11% 64.06% 1990 15 Units
209 2,250,000 05/26/05 1.19 75.39% 62.64% 1985 24 Units
210 3,100,000 06/01/05 2.38 54.42% 54.42% 2005 14,335 Sq. Ft.
211 2,100,000 05/26/05 1.21 79.83% 66.32% 1989 16 Units
212 3,000,000 03/22/05 2.13 55.27% 55.27% 2004 22,670 Sq. Ft.
213 2,200,000 05/26/05 1.23 73.25% 60.86% 1986 18 Units
214 2,200,000 05/26/05 1.16 71.16% 59.12% 1990 15 Units
215 1,900,000 06/03/05 1.23 79.83% 66.32% 1989 19 Units
216 1,900,000 05/12/05 1.22 78.95% 73.12% 1988 59,829 Sq. Ft.
217 2,000,000 08/03/05 1.20 74.91% 62.03% Land-NA 4,117 Sq. Ft.
218 1,900,000 05/26/05 1.21 78.78% 65.45% 1991 18 Units
219 2,550,000 06/01/05 2.17 54.43% 54.43% 2005 21,688 Sq. Ft.
220 1,700,000 05/26/05 1.20 79.83% 66.32% 1991 16 Units
221 1,720,000 06/03/05 1.22 78.90% 65.55% 1986 2005 16 Units
222 1,900,000 06/28/05 1.27 70.89% 1982 24,640 Sq. Ft.
223 1,650,000 05/26/05 1.23 79.83% 66.32% 1989 13 Units
224 1,850,000 08/02/05 1.33 70.20% 58.98% 2003 9,540 Sq. Ft.
225 1,700,000 05/26/05 1.17 73.08% 60.71% 1990 12 Units
226 2,170,000 06/21/05 2.12 54.70% 54.70% 2004 21,688 Sq. Ft.
227 2,700,000 05/11/05 2.25 40.74% 37.73% 1986 61,780 Sq. Ft.
228 1,250,000 05/26/05 1.25 79.83% 66.32% 1985 16 Units
229 1,400,000 05/26/05 1.24 71.28% 59.22% 1984 16 Units
230 1,250,000 05/20/05 1.35 79.83% 66.32% 1985 18 Units
231 1,350,000 05/26/05 1.32 72.07% 59.87% 1992 12 Units
232 1,100,000 05/26/05 1.22 79.83% 66.32% 1989 8 Units
233 700,000 05/26/05 1.28 79.83% 66.32% 1979 11 Units
MORTGAGE CUT-OFF DATE
LOAN LOAN AMOUNT OCCUPANCY OCCUPANCY MOST RECENT MOST RECENT
NUMBER PER (UNIT) ($) RATE "AS OF" DATE MOST RECENT PERIOD REVENUES ($) EXPENSES ($)
- ------------------------------------------------------------------------------------------------------------------------------------
1 334.47 98.83% 04/28/05
2 130.08 98.57% 05/13/05 Statement 2004 53,003,045 18,543,837
2.01 100.00% 05/13/05 Statement 2004 11,470,203 3,089,915
2.02 90.48% 05/13/05 Statement 2004 7,990,958 2,671,238
2.03 100.00% 05/13/05 Statement 2004 4,557,237 1,373,927
2.04 100.00% 05/13/05 Statement 2004 5,031,120 2,020,610
2.05 100.00% 05/13/05 Statement 2004 4,783,958 1,459,919
2.06 100.00% 05/13/05 Statement 2004 3,256,563 1,014,979
2.07 100.00% 05/13/05 Statement 2004 2,515,350 678,849
2.08 100.00% 05/13/05 Statement 2004 2,099,759 884,539
2.09 100.00% 05/13/05 Statement 2004 1,700,599 634,274
2.10 99.58% 05/13/05 Statement 2004 2,154,020 1,128,850
2.11 100.00% 05/13/05 Statement 2004 3,663,032 1,603,455
2.12 100.00% 05/13/05 Statement 2004 1,900,362 1,071,412
2.13 85.03% 05/13/05 Statement 2004 1,100,731 580,307
2.14 100.00% 05/13/05 Statement 2004 779,153 331,563
3 341.26 100.00% 06/13/05 2004 39,554,851 13,609,439
4 83.15 93.65% 09/29/05 Jan-Jun 2005 Ann'l 17,251,459 5,434,026
4.01 91.89% 09/29/05 Jan-Jun 2005 Ann'l 2,207,282 981,490
4.02 99.21% 09/29/05 Jan-Jun 2005 Ann'l 1,635,234 397,948
4.03 93.83% 09/29/05 Jan-Jun 2005 Ann'l 1,773,002 566,850
4.04 68.92% 09/29/05 Jan-Jun 2005 Ann'l 1,324,550 318,570
4.05 100.00% 09/29/05 Jan-Jun 2005 Ann'l 910,589 281,684
4.06 100.00% 09/29/05 Jan-Jun 2005 Ann'l 1,359,968 345,522
4.07 100.00% 09/29/05 Jan-Jun 2005 Ann'l 988,724 255,750
4.08 95.90% 09/29/05 Jan-Jun 2005 Ann'l 952,544 313,250
4.09 92.43% 09/29/05 Jan-Jun 2005 Ann'l 1,040,170 282,620
4.10 93.70% 09/29/05 Jan-Jun 2005 Ann'l 122,656 130,448
4.11 100.00% 09/29/05 Jan-Jun 2005 Ann'l 668,790 133,694
4.12 100.00% 09/29/05 Jan-Jun 2005 Ann'l 643,078 179,998
4.13 64.07% 09/29/05 Jan-Jun 2005 Ann'l 498,444 209,262
4.14 100.00% 09/29/05 Jan-Jun 2005 Ann'l 554,480 163,274
4.15 65.61% 09/29/05 Jan-Jun 2005 Ann'l 416,960 84,938
4.16 100.00% 09/29/05 Jan-Jun 2005 Ann'l 480,022 97,592
4.17 100.00% 09/29/05 Jan-Jun 2005 Ann'l 370,650 73,206
4.18 100.00% 09/29/05 Jan-Jun 2005 Ann'l 231,200 52,514
4.19 100.00% 09/29/05 Jan-Jun 2005 Ann'l 786,150 501,416
4.20 100.00% 09/29/05 Jan-Jun 2005 Ann'l 286,966 64,000
5 127.11 84.62% 07/01/05 Year End 2004 21,068,201 7,460,947
6 105.79 85.60% 08/01/05 T 12 Through 6/30/05 17,713,544 9,374,302
7 47.38 80.98% 04/30/05 2004 20,296,536 6,988,089
7.01 83.19% 04/30/05 2004 1,033,732 336,896
7.02 89.50% 04/30/05 2004 1,424,774 304,002
7.03 87.64% 04/30/05 2004 1,480,969 521,075
7.04 73.30% 04/30/05 2004 1,313,658 330,687
7.05 89.62% 04/30/05 2004 1,065,627 260,918
7.06 90.13% 04/30/05 2004 1,052,584 282,416
7.07 81.36% 04/30/05 2004 995,540 260,815
7.08 90.67% 04/30/05 2004 924,417 349,645
7.09 89.37% 04/30/05 2004 906,658 276,524
7.10 83.44% 04/30/05 2004 810,743 275,596
7.11 60.46% 04/30/05 2004 1,079,291 483,415
7.12 82.71% 04/30/05 2004 801,067 320,336
7.13 73.48% 04/30/05 2004 700,707 225,442
7.14 77.23% 04/30/05 2004 606,710 169,842
7.15 86.94% 04/30/05 2004 596,796 184,234
7.16 84.98% 04/30/05 2004 507,495 167,683
7.17 90.78% 04/30/05 2004 507,024 168,481
7.18 90.18% 04/30/05 2004 547,391 197,521
7.19 85.43% 04/30/05 2004 453,032 167,942
7.20 68.25% 04/30/05 2004 444,327 188,498
7.21 90.91% 04/30/05 2004 478,415 208,776
7.22 74.10% 04/30/05 2004 341,248 123,971
7.23 57.93% 04/30/05 2004 431,791 253,225
7.24 76.67% 04/30/05 2004 416,231 219,915
7.25 82.89% 04/30/05 2004 357,649 170,692
7.26 95.18% 04/30/05 2004 259,174 92,614
7.27 76.37% 04/30/05 2004 361,789 195,530
7.28 69.21% 04/30/05 2004 397,697 251,398
8 297.03 94.98% 06/01/05 2004 7,956,870 3,592,019
9 121.91 91.67% 08/01/05 T 12 Through 6/30/05 12,927,211 4,953,500
10 61.48 69.09% 08/31/05 Annualized T-7 ending 7/31/05 16,349,630 8,391,603
11 314.83 97.12% 08/01/05 2004 7,948,912 2,158,239
12 276.16 81.40% 07/31/05
13 203,333.33 84.56% 07/31/05 TTM through 7/31/05 15,980,482 9,452,072
14 239.50 93.80% 04/06/05 2004 7,534,194 3,955,077
15 38.09 80.60% Various 2004 15,986,121 5,489,444
15.01 90.74% 04/30/05 2004 2,108,096 811,500
15.02 78.73% 04/30/05 2004 1,365,632 320,391
15.03 91.06% 04/30/05 2004 1,169,926 316,057
15.04 86.08% 04/30/05 2004 1,221,611 334,713
15.05 79.71% 04/30/05 2004 1,041,750 380,492
15.06 87.53% 04/30/05 2004 874,589 248,117
15.07 78.01% 04/30/05 2004 895,139 299,749
15.08 81.96% 04/30/05 2004 764,338 215,220
15.09 67.70% 04/30/05 2004 741,218 221,835
15.10 71.76% 04/30/05 2004 773,827 241,031
15.11 90.39% 04/30/05 2004 540,207 164,092
15.12 91.26% 04/30/05 2004 530,195 173,024
15.13 76.19% 04/30/05 2004 578,791 257,987
15.14 72.35% 04/30/05 2004 432,368 184,058
15.15 73.23% 04/30/05 2004 406,862 174,108
15.16 85.89% 04/30/05 2004 372,482 133,548
15.17 86.63% 04/30/05 2004 398,951 181,731
15.18 82.46% 04/30/05 2004 397,162 162,954
15.19 82.78% 06/30/05 2004 396,684 193,687
15.20 83.89% 04/30/05 2004 366,794 166,784
15.21 65.80% 04/30/05 2004 364,640 195,179
15.22 74.77% 04/30/05 2004 244,859 113,187
16 149.09 87.87% 07/01/05 2004 4,939,711 1,893,555
17 211.69 100.00% 08/08/05 6/30/2005 TTM 4,761,750 71,461
18 176.16 90.95% 08/18/05
19 205.10 100.00% 12/21/01
20 55.50 88.33% Various YTD 2005 Ann. 8,073,774 3,067,948
20.01 96.30% 09/01/05 YTD 2005 Ann. 2,058,122 554,980
20.02 67.62% 09/01/05 YTD 2005 Ann. 929,452 343,370
20.03 76.84% 09/01/05 YTD 2005 Ann. 1,056,532 288,228
20.04 84.07% 09/01/05 YTD 2005 Ann. 1,181,756 598,850
20.05 91.97% 09/01/05 YTD 2005 Ann. 1,250,548 814,810
20.06 98.37% 05/26/05 YTD 2005 Ann. 1,016,764 275,214
20.07 94.99% 06/30/05 YTD 2005 Ann. 580,600 192,496
21 66.67 100.00% 09/07/05 Various 4,610,531 803,463
21.01 100.00% 09/07/05 2004 Annual. 1,475,166 324,449
21.02 100.00% 09/07/05 2004 Annual. 1,062,145 167,087
21.03 100.00% 09/07/05 2004 620,185 32,538
21.04 100.00% 09/07/05 2004 Annual. 618,505 65,742
21.05 100.00% 09/07/05 2004 509,236 178,929
21.06 100.00% 09/07/05 2004 325,294 34,718
22 127,759.20 84.40% 06/30/05 T-12 ending 03/05 26,419,000 19,728,000
23 34,648.70 87.29% 08/03/05 2004 Actuals 6,604,202 2,974,132
23.01 86.44% 08/03/05 2004 Actuals 2,794,065 1,293,609
23.02 85.46% 08/03/05 2004 Actuals 2,251,853 996,168
23.03 91.27% 08/03/05 2004 Actuals 1,558,284 684,355
24 57,823.13 96.26% 08/25/05 Annualized 2005 (1/1/05 - 7/31/05) 4,543,823 1,525,105
25 68,750.00 88.33% 07/07/05 T6 4,349,972 1,839,316
26 53,511.71 90.97% 08/30/05 T-12 Month Ending June 2005 4,879,950 2,110,424
27 45,506.81 91.83% 07/21/05 T 12 Through 7/31/05 4,372,096 1,809,095
28 79,435.48 87.37% 06/19/05 Roll 12 3,945,872 1,478,714
29 152.66 93.77% 06/01/05 T6 3,462,416 1,061,072
30 134,210.53 83.73% 07/01/05 T-12 Ending 6/05 7,964,057 4,832,161
31 79,470.20 97.02% 06/14/05 Trailing 12 2,918,055 1,148,729
32 114.27 96.08% 07/01/05 T 12 Through 4/30/05 5,340,058 1,945,168
33 144,817.07 68.95% 07/31/05 T-12 8/04-7/05) 14,936,302 11,670,464
34 176.42 100.00% 07/01/05 2004 3,698,668 1,291,299
35 218.10 100.00% 07/18/05
36 66.11 87.29% 09/21/05 Budget 4,136,884 2,007,777
37 57,812.50 95.63% 07/12/05 Roll 12 2,481,147 933,481
38 75,219.30 91.67% 07/01/05 T 12 Through 5/31/05 2,677,048 1,297,977
39 50,469.10 75.92% 04/30/05 Various 8,202,229 5,159,464
39.01 80.14% 04/30/05 T-12 3,049,725 1,841,382
39.02 75.88% 04/30/05 T-12 3,033,228 1,933,858
39.03 70.42% 04/30/05 2005 2,119,276 1,384,224
40 55,839.42 89.05% 09/07/05 T-5 05/31/2005 2,206,702 739,583
41 116.06 100.00% 09/01/05
42 71,428.57 95.71% 06/24/05 Annualized T-3 ending July 2005 1,914,755 702,878
43 109.44 100.00% 09/01/05 Annualized 2005 (1/1/05 - 8/31/05) 1,302,127 21,176
44 310.98 100.00% 06/01/05 Year Ending 12/31/04 1,666,867 261,376
45 146,585.97 76.84% 12/31/04 T12 6,597,906 4,677,001
46 99,937.93 93.79% 09/28/05 07/01/05 2,759,864 1,272,709
47 61,268.23 91.67% 04/29/05 T 6 Through 6/30/05 1,760,830 621,742
48 168.85 98.00% 05/31/05
49 41,925.47 92.86% 05/31/05 2004 2,033,793 1,240,708
50 115.05 100.00% 07/25/05 2004 1,638,074 476,464
51 268.85 100.00% 05/16/05 2005 Annualized 1,742,261 654,922
52 105.90 77.91% 04/30/05 2004 2,069,397 885,261
53 35,514.37 80.46% 07/20/05 T 12 Through 7/31/05 2,009,143 970,771
54 120.28 100.00% 08/30/05
55 78,431.37 76.00% 06/30/05 T 12 Through 6/30/05 3,827,099 2,070,001
56 32,316.38 90.40% 09/07/05 2004 1,120,248 198,919
57 330.75 100.00% 08/22/05
58 32,937.69 92.28% 08/08/05 T 6 Through 6/30/05 2,144,506 1,124,838
59 139.00 100.00% 07/01/05 2004 1,112,878 263,522
60 57.60 87.00% 08/03/05 2004 1,576,363 420,170
61 100.12 95.10% 09/22/05
62 39,584.00 81.60% 09/07/05 2004 799,593 150,051
63 31,238.10 100.00% 09/08/05 2004 1,171,546 370,309
64 57.14 100.00% 03/17/05
65 77.26 87.43% 04/30/05 2004 1,350,525 368,005
66 49,739.58 89.58% 09/23/05 T 12 Through 7/31/05 1,651,743 886,093
67 134.89 79.21% 04/30/05 2004 1,184,336 267,883
68 115,500.00 68.80% 04/30/05 T 12 Through 4/30/05 3,036,527 1,808,080
69 95,833.33 88.54% 07/14/05
70 22,091.04 95.19% 08/08/05 T 4 Through 4/30/05 1,275,159 409,887
71 319.00 100.00% 04/20/05 T 12 Through 3/31/05 1,357,215 346,600
72 186.24 100.00% 08/24/05 T 12 Through 6/30/05 1,111,520 249,130
73 112.36 99.56% 11/01/05 2005 7mo ann 1,758,097 786,015
74 318.11 100.00% 07/01/05 YTD Annualized 1,048,121 197,935
75 60,458.96 97.22% 02/24/05 2004 3,185,325 1,448,035
76 134.00 100.00% 05/01/05
77 117.84 85.42% 04/30/05 2004 1,106,494 327,515
78 354.77 100.00% 08/29/05
79 51,794.87 99.36% 09/08/05 2004 928,505 193,642
80 31,445.31 96.48% 07/29/05 T12 6/05 1,640,130 821,642
81 72.20 93.82% 04/04/05
82 81.66 99.83% 07/01/05 T-4 Annualized 2,058,093 918,501
83 77,623.76 97.03% 09/14/05 T12 thru 6/05 1,033,265 394,959
84 108.76 98.32% 08/02/05 T 5 Through 5/31/05 748,810 222,580
85 93.95 95.72% 04/30/05 2004 937,295 246,368
86 37,927.46 95.34% 09/07/05 2004 778,122 187,583
87 80,219.78 95.60% 09/13/05
88 93.65 77.54% 04/30/05 2004 1,011,117 339,727
89 26,850.00 86.54% 07/20/05 T 12 Through 7/31/05 1,288,452 638,600
90 94.98 100.00% 07/01/05
91 54,144.09 91.06% 06/20/05 T 3 Through 6/30/05 1,054,565 509,518
92 60,462.96 93.52% 06/18/05 3 Months Annualized 6/30/05 966,788 491,472
93 37,918.13 96.49% 09/07/05 2004 800,511 233,169
94 50,617.39 96.06% 05/25/05 2004 2,579,134 1,530,563
95 235.92 100.00% 06/14/05 2004 886,203 276,466
96 36,994.22 98.84% 09/07/05 2004 873,080 284,868
97 74,893.26 80.10% 06/30/05 T 12 Through 6/30/05 2,513,181 1,503,513
98 117.55 72.32% 04/30/05 2004 766,229 234,979
99 28,298.64 97.52% 02/25/05 2004 1,413,968 624,999
100 97.48 100.00% 07/07/05
101 67.40 88.76% 04/30/05 2004 659,543 213,679
102 49.31 89.66% 08/08/05 Statement 2005 760,275 259,898
102.01 83.62% 08/08/05 Statement 2005 613,386 169,483
102.02 100.00% 08/08/05 Statement 2005 146,889 90,415
103 13,212.44 100.00% 08/26/05 7 Months Annualized 7/31/05 1,302,835 347,374
104 33,628.69 93.33% 04/28/05 T-12 1,052,138 556,696
105 23,318.43 91.12% 08/23/05 T 6 Through 6/30/05 967,556 563,770
106 28,505.75 77.01% 09/07/05 2004 508,205 138,663
107 70,134.74 98.57% 06/30/05 T 3 Through 6/30/05 604,027 202,805
108 49,000.00 94.00% 08/29/05 T 12 Through 7/31/05 720,693 334,603
109 35,107.91 94.96% 09/07/05 2004 651,202 225,161
110 336.46 100.00% 05/27/05
111 23,300.97 96.60% 07/06/05 Trailing 12 (7/1/04 - 6/30/05) 1,449,671 699,348
112 69,410.01 91.30% 06/22/05 Actual T-3 ending 7/18/05 641,250 117,042
113 217.95 92.47% 07/01/05
114 327.23 100.00% 03/01/04
115 19,016.39 83.61% 07/19/05 T 12 Through 7/31/05 1,085,304 672,218
116 201.24 100.00% 06/06/05 2004 636,854 129,432
117 78,451.81 98.28% 06/30/05 T 3 Through 6/30/05 505,262 146,764
118 28,481.01 95.57% 08/01/05 T 12 Through 7/31/05 728,508 381,636
119 34,488.99 63.98% 04/30/05 T-12 3/31 2,522,845 1,503,865
120 73,591.58 98.33% 06/30/05 T 3 Through 6/30/05 501,026 156,865
121 67.80 82.78% 04/30/05 2004 838,418 474,149
122 62.17 92.24% 04/30/05 2004 596,399 182,764
123 93,711.31 100.00% 06/30/05 T 3 Through 6/30/05 511,987 153,455
124 39,449.54 95.41% 08/29/05 T 12 Through 7/31/05 752,833 408,367
125 210.60 93.21% 09/28/05
126 37,914.15 73.77% 04/30/05 T-12 2,566,771 1,625,274
127 218.54 100.00% 07/06/05 2004 490,867 126,901
128 57.98 78.88% 04/30/05 2004 584,331 186,468
129 289.86 100.00% 08/22/05
130 205.78 93.24% 09/12/05
131 173.80 100.00% 05/25/05 Year Ending 12/31/04 498,532 119,549
132 48.35 56.61% 04/30/05 2004 692,122 293,578
133 22,282.61 99.34% 07/26/05 T 3 Through 6/30/05 1,036,904 642,280
134 87.02 100.00% 07/21/05 T 12 Through 3/31/05 411,094 2,750
135 33,760.57 62.85% 04/30/05 T-12 3/31/2005 1,963,769 1,248,631
136 56.98 89.97% 04/30/05 2004 530,961 227,306
137 45.47 70.06% 06/14/05 T 5 Through 5/31/05 1,056,250 637,747
138 31,436.39 91.06% 06/20/05 T 3 Through 6/30/05 801,078 468,971
139 43,338.52 90.91% 05/31/05 T 3 Through 6/30/05 517,464 226,704
140 274.50 100.00% 01/01/05
141 26,176.06 69.01% 07/20/05 T 12 Through 7/31/05 818,134 399,455
142 262.54 100.00% 07/05/05
143 138.36 100.00% 09/01/05 Trailing 12 427,580 61,223
144 33,207.55 97.17% 09/07/05 2004 393,622 116,026
145 332.97 100.00% 08/12/05
146 56.78 91.68% 05/31/05 5/05 Annualized 788,233 317,975
147 246.38 100.00% 06/21/05
148 102.59 91.82% 04/30/05 2004 434,265 138,099
149 228.69 100.00% 05/27/05
150 221.56 100.00% 08/17/05 Trailing 12 (8/1/04 - 7/31/05) 391,000
151 222.67 100.00% 06/03/04
152 71.00 92.76% 06/16/05 2004 392,255 142,829
153 227.24 100.00% 07/06/05
154 44.69 77.11% 04/30/05 2004 532,096 378,612
155 228.12 100.00% 06/02/05
156 39,727.82 73.46% 04/30/05 T-12 1,669,096 1,168,542
157 227.10 100.00% 06/28/05
158 147.67 100.00% 09/27/05 T 12 Through 3/31/05 529,432 173,487
159 21,232.88 85.62% 09/01/05 T 12 Through 7/31/05 412,305 154,122
160 212.91 100.00% 08/15/05 Trailing 12 (7/1/04 - 7/31/05) 346,115 909
161 226.86 100.00% 09/01/05
162 87,525.87 94.29% 06/30/05 T 3 Through 6/30/05 345,788 110,835
163 16,933.33 72.22% 07/19/05 T 12 Through 7/31/05 744,102 409,852
164 49.11 80.32% 04/30/05 2004 414,724 135,762
165 114.13 94.10% 06/21/05 T 5 Through 5/31/05 604,250 163,498
166 25,767.63 65.49% 04/30/05 T-12 3/31 2,138,236 1,421,224
167 59.47 83.86% 04/30/05 2004 602,821 380,964
168 32.49 69.94% 04/30/05 2004 511,669 219,288
169 27,961.17 86.41% 09/07/05 2004 414,664 138,984
170 71,845.34 90.00% 06/30/05 T 3 Through 6/30/05 323,530 119,415
171 56,348.51 94.12% 08/19/05
172 57.08 93.90% 07/31/05 5/05 Annualized 635,388 282,031
173 29,440.81 93.68% 07/01/05 T 12 Through 6/30/05 619,818 420,920
174 200.75 100.00% 06/24/05
175 28,541.67 90.63% 07/01/05 T 5 Through 5/31/05 517,474 142,363
176 45,235.95 91.67% 06/30/05 T 3 Through 6/30/05 467,813 195,408
177 135.35 100.00% 08/10/05
178 37.15 78.28% 04/30/05 2004 456,460 198,640
179 24,688.07 66.97% 07/19/05 T 12 Through 7/31/05 606,959 320,119
180 50,000.00 86.54% 09/13/05 7/05 Annual 393,917 157,553
181 199.77 100.00% 05/09/05 2004 428,849 179,408
182 98,864.10 92.31% 06/30/05 T 3 Through 6/30/05 306,167 89,315
183 174.54 100.00% 08/03/05
184 69,766.48 86.11% 06/30/05 T 3 Through 6/30/05 330,701 138,000
185 31,201.84 98.75% 07/07/05 Trailing 12 (7/1/04 - 6/30/05) 709,483 331,010
186 31,132.88 96.10% 07/07/05 6 Months Annualized 12/31/05 342,568 84,056
187 71,815.10 93.94% 06/30/05 T 3 Through 6/30/05 282,435 90,942
188 31.77 93.03% 04/30/05 5/05 Annualized 657,709 259,851
189 17.62 90.89% 07/21/05 2004 2,537,482 1,418,321
190 62,781.52 97.22% 06/30/05 T 3 Through 6/30/05 274,753 83,563
191 69,527.75 100.00% 06/30/05 T 3 Through 6/30/05 287,041 85,290
192 157.51 100.00% 07/30/04
193 47.19 74.48% 04/30/05 2004 392,402 148,707
194 57,930.85 88.89% 06/30/05 T 3 Through 6/30/05 289,035 116,565
195 72.87 96.45% 09/29/05 2005 Annual 342,655 61,341
196 162.00 100.00% 08/08/05
197 103.00 100.00% 08/05/05
198 35.14 99.26% 08/24/05 2004 617,938 303,684
199 372.95 100.00% 08/01/05
200 29.17 91.88% 07/15/05 T-12 517,344 260,836
201 267.86 100.00% 12/22/03 2004 159,532 1,595
202 62,900.31 92.86% 06/30/05 T 3 Through 6/30/05 230,330 88,467
203 35.63 95.03% 04/30/05 5/05 Annualized 570,868 270,044
204 172.65 100.00% 02/07/05
205 61,474.81 92.86% 08/31/05 T 3 Through 6/30/05 223,263 90,759
206 157.71 100.00% 07/15/05 Statement YTD (1/1/05 - 7/31/05) 179,203
207 28.47 65.90% 04/30/05 2004 357,017 144,339
208 113,089.89 93.33% 06/30/05 T 3 Through 6/30/05 187,284 50,918
209 70,681.18 95.83% 06/30/05 T 3 Through 6/30/05 196,106 72,267
210 117.68 100.00% 07/25/05
211 104,774.45 100.00% 06/30/05 T 3 Through 6/30/05 186,768 52,813
212 73.14 100.00% 04/25/05
213 89,529.49 88.89% 06/30/05 T 3 Through 6/30/05 183,142 68,257
214 104,375.31 80.00% 06/30/05 T 3 Through 6/30/05 169,117 59,831
215 79,828.15 89.47% 06/30/05 T 3 Through 6/30/05 205,118 77,683
216 25.07 81.37% 04/30/05 2004 354,025 213,369
217 363.92 100.00% 07/01/05
218 83,154.33 100.00% 06/30/05 T 3 Through 6/30/05 183,648 65,289
219 64.00 100.00% 08/12/05
220 84,817.41 100.00% 06/30/05 T 3 Through 6/30/05 174,656 60,905
221 84,817.41 93.75% 06/30/05 T 3 Through 6/30/05 155,647 44,460
222 54.67 97.44% 08/27/05 Annualized 2005 (1/1/05 - 6/30/05) 244,943 80,745
223 101,320.35 100.00% 06/30/05 T 3 Through 6/30/05 155,580 36,138
224 136.12 100.00% 08/01/05 Annualized 2005 (1/1/05 - 7/31/05) 239,273 24,468
225 103,527.14 91.67% 06/30/05 T 3 Through 6/30/05 134,533 42,450
226 54.73 100.00% 06/14/05
227 17.81 70.73% 04/30/05 2004 373,466 157,085
228 62,365.75 100.00% 06/30/05 T 3 Through 6/30/05 134,625 54,462
229 62,365.75 100.00% 06/30/05 T 3 Through 6/30/05 138,902 58,499
230 55,436.22 77.78% 06/30/05 T 3 Through 6/30/05 123,903 40,755
231 81,075.47 100.00% 06/30/05 T 3 Through 6/30/05 133,428 35,414
232 109,763.71 100.00% 06/30/05 T 3 Through 6/30/05 98,720 28,929
233 50,799.73 100.00% 06/30/05 T 3 Through 6/30/05 95,604 42,300
MORTGAGE MOST MOST UW NET
LOAN RECENT RECENT UW UW OPERATING UW NET CASH
NUMBER NOI ($) NCF ($) REVENUES ($) EXPENSES ($) INCOME ($) FLOW ($)
- -----------------------------------------------------------------------------------------------------------------------------------
1 21,842,063 6,039,101 15,802,962 15,137,669
2 34,459,208 34,459,208 55,131,828 18,666,860 36,464,968 33,488,800
2.01 8,380,288 8,380,288 11,327,795 2,877,767 8,450,028 8,022,669
2.02 5,319,720 5,319,720 8,050,447 2,712,695 5,337,752 4,906,170
2.03 3,183,310 3,183,310 6,750,145 1,813,355 4,936,790 4,547,117
2.04 3,010,510 3,010,510 4,997,308 1,908,446 3,088,863 2,793,282
2.05 3,324,039 3,324,039 4,886,063 1,577,843 3,308,220 2,987,353
2.06 2,241,584 2,241,584 3,412,237 1,099,874 2,312,362 2,144,405
2.07 1,836,501 1,836,501 2,272,120 636,651 1,635,469 1,475,339
2.08 1,215,220 1,215,220 2,123,518 832,295 1,291,224 1,193,763
2.09 1,066,325 1,066,325 1,862,435 608,547 1,253,888 1,163,951
2.10 1,025,170 1,025,170 2,144,409 1,105,133 1,039,276 887,879
2.11 2,059,577 2,059,577 3,605,661 1,592,344 2,013,317 1,844,123
2.12 828,950 828,950 1,830,500 986,385 844,114 740,467
2.13 520,424 520,424 1,097,308 576,415 520,893 424,695
2.14 447,590 447,590 771,882 339,110 432,772 357,587
3 25,945,412 25,731,499 40,281,840 11,787,188 28,494,651 26,936,258
4 11,817,433 11,545,107 19,625,328 6,080,880 13,544,449 12,523,159
4.01 1,225,792 1,206,984 3,171,266 1,176,319 1,994,947 1,850,841
4.02 1,237,286 1,203,103 1,740,089 458,858 1,281,232 1,186,343
4.03 1,206,152 1,186,364 2,124,443 704,807 1,419,637 1,327,901
4.04 1,005,980 997,289 1,121,510 341,858 779,651 719,743
4.05 628,905 609,262 1,375,406 353,467 1,021,939 950,540
4.06 1,014,446 994,010 1,349,705 403,495 946,210 883,026
4.07 732,974 674,655 1,106,917 262,679 844,238 709,766
4.08 639,294 620,350 1,045,760 292,858 752,902 689,235
4.09 757,550 751,648 1,048,814 297,604 751,211 721,556
4.10 -7,792 -11,141 728,177 178,725 549,452 519,229
4.11 535,096 531,589 640,729 160,057 480,672 463,809
4.12 463,080 455,583 609,868 196,593 413,275 387,124
4.13 289,182 284,002 537,200 207,272 329,928 298,749
4.14 391,206 382,951 528,826 144,197 384,629 359,745
4.15 332,022 324,202 329,835 95,708 234,127 210,997
4.16 382,430 377,298 466,226 120,510 345,716 329,781
4.17 297,444 290,894 338,276 47,972 290,304 270,872
4.18 178,686 177,053 290,443 66,306 224,138 215,061
4.19 284,734 271,292 772,493 495,718 276,775 219,375
4.20 222,966 217,720 299,344 75,877 223,468 209,469
5 13,607,254 13,409,794 20,575,066 7,956,220 12,618,846 12,134,517
6 8,339,242 8,339,242 18,847,236 8,953,152 9,894,084 9,894,084
7 13,308,447 13,308,447 22,757,969 8,806,081 13,951,888 13,472,092
7.01 696,836 696,836 1,778,052 672,107 1,105,945 1,091,275
7.02 1,120,772 1,120,772 1,598,748 458,824 1,139,924 1,128,334
7.03 959,894 959,894 1,537,457 606,533 930,924 915,062
7.04 982,971 982,971 1,500,079 434,004 1,066,075 1,052,025
7.05 804,709 804,709 1,180,753 343,232 837,521 825,556
7.06 770,168 770,168 1,186,581 383,493 803,088 782,454
7.07 734,725 734,725 1,011,411 365,253 646,158 631,704
7.08 574,772 574,772 1,086,462 418,263 668,199 639,242
7.09 630,134 630,134 893,613 339,681 553,932 517,591
7.10 535,147 535,147 944,188 331,241 612,947 601,598
7.11 595,876 595,876 1,401,942 587,870 814,072 762,205
7.12 480,731 480,731 829,343 400,667 428,676 419,723
7.13 475,265 475,265 685,556 279,378 406,178 374,453
7.14 436,868 436,868 670,707 226,535 444,172 404,750
7.15 412,562 412,562 615,403 233,910 381,493 374,142
7.16 339,812 339,812 569,174 209,699 359,475 337,971
7.17 338,543 338,543 529,507 200,475 329,032 320,243
7.18 349,870 349,870 562,718 271,136 291,582 280,919
7.19 285,090 285,090 507,519 206,745 300,774 296,034
7.20 255,829 255,829 442,183 198,109 244,074 215,461
7.21 269,639 269,639 492,779 225,492 267,287 259,078
7.22 217,277 217,277 337,425 141,671 195,754 187,132
7.23 178,566 178,566 455,653 294,665 160,988 151,684
7.24 196,316 196,316 416,750 222,838 193,913 185,350
7.25 186,957 186,957 458,193 190,130 268,063 257,455
7.26 166,560 166,560 270,799 102,446 168,353 163,604
7.27 166,259 166,259 357,934 203,597 154,337 146,790
7.28 146,299 146,299 437,040 258,089 178,951 150,259
8 4,364,851 4,326,976 9,997,420 3,670,008 6,327,412 6,116,489
9 7,973,711 7,973,711 11,836,015 5,695,729 6,140,286 6,140,286
10 7,958,027 7,719,651 15,990,676 7,932,057 8,058,618 6,629,701
11 5,790,673 5,759,615 7,956,406 2,076,626 5,879,781 5,663,974
12 6,619,747 1,357,143 5,262,604 5,150,702
13 6,528,410 6,528,410 16,231,155 9,532,801 6,698,354 6,049,108
14 3,579,117 3,541,539 8,606,993 3,588,573 5,018,420 4,859,627
15 10,496,677 10,496,677 16,273,240 6,648,835 9,624,405 9,304,214
15.01 1,296,596 1,296,596 2,205,412 964,832 1,240,580 1,225,037
15.02 1,045,241 1,045,241 1,386,099 409,758 976,341 962,460
15.03 853,869 853,869 1,216,576 439,871 776,705 761,538
15.04 886,898 886,898 1,237,304 376,974 860,330 847,914
15.05 661,258 661,258 1,053,022 442,289 610,733 599,789
15.06 626,472 626,472 888,402 327,413 560,989 543,157
15.07 595,390 595,390 937,199 420,951 516,248 465,236
15.08 549,118 549,118 781,807 236,090 545,717 536,171
15.09 519,383 519,383 740,653 302,408 438,245 405,257
15.10 532,796 532,796 751,101 288,155 462,946 444,775
15.11 376,115 376,115 545,276 184,423 360,853 352,997
15.12 357,171 357,171 539,176 205,924 333,252 326,916
15.13 320,804 320,804 589,760 293,769 295,991 287,894
15.14 248,310 248,310 493,382 213,376 280,006 267,754
15.15 232,754 232,754 415,909 226,009 189,900 166,575
15.16 238,934 238,934 373,231 156,662 216,569 206,190
15.17 217,220 217,220 405,494 192,827 212,667 207,211
15.18 234,208 234,208 353,040 152,493 200,547 196,191
15.19 202,997 202,997 391,218 238,661 152,557 129,134
15.20 200,010 200,010 367,537 199,759 167,778 160,187
15.21 169,461 169,461 362,348 253,329 109,019 99,503
15.22 131,672 131,672 239,294 122,863 116,431 112,325
16 3,046,156 3,011,949 6,277,262 2,141,468 4,135,795 3,981,232
17 4,690,289 4,667,614 4,809,368 93,094 4,716,274 4,693,599
18 5,974,718 1,854,740 4,119,978 3,983,386
19 3,440,250 3,440,250 3,440,250
20 5,005,826 4,904,763 8,230,967 3,924,129 4,306,838 3,562,701
20.01 1,503,142 1,486,466 1,864,313 983,546 880,768 746,261
20.02 586,082 573,552 1,143,068 465,723 677,345 559,560
20.03 768,304 754,736 1,051,265 454,269 596,996 485,956
20.04 582,906 566,068 1,338,959 599,136 739,823 612,693
20.05 435,738 417,352 1,331,879 764,119 567,760 446,012
20.06 741,550 723,684 1,030,579 476,700 553,878 460,483
20.07 388,104 382,905 470,905 180,636 290,268 251,736
21 3,807,068 3,739,841 5,140,400 1,392,873 3,747,527 3,486,729
21.01 1,150,717 1,139,407 1,412,170 314,208 1,097,962 1,044,529
21.02 895,058 871,384 1,028,600 184,349 844,251 794,298
21.03 587,647 578,467 1,052,289 487,489 564,800 494,067
21.04 552,763 540,763 690,650 140,813 549,837 489,560
21.05 330,307 326,782 586,378 180,153 406,226 387,361
21.06 290,576 283,038 370,313 85,861 284,452 276,914
22 6,691,000 5,635,000 26,755,882 19,991,536 6,764,346 5,928,224
23 3,630,070 3,370,320 6,455,465 2,860,838 3,594,627 3,334,877
23.01 1,500,456 1,387,956 2,726,077 1,238,220 1,487,857 1,375,357
23.02 1,255,685 1,171,435 2,184,736 939,932 1,244,804 1,160,554
23.03 873,929 810,929 1,544,652 682,685 861,967 798,967
24 3,018,718 2,891,518 4,653,577 1,572,417 3,081,160 2,928,280
25 2,510,656 2,390,656 4,168,474 1,643,739 2,524,735 2,404,735
26 2,769,526 2,769,526 5,064,506 2,341,541 2,722,965 2,722,965
27 2,563,001 2,563,001 4,372,096 1,753,759 2,618,337 2,453,337
28 2,467,158 2,383,458 4,030,191 1,516,218 2,513,973 2,430,273
29 2,401,344 2,374,847 3,911,973 1,502,174 2,409,799 2,179,834
30 3,131,896 2,813,334 7,724,230 4,658,972 3,065,258 2,756,289
31 1,769,326 1,708,926 2,979,450 1,048,952 1,930,499 1,870,099
32 3,394,890 3,394,890 5,294,262 1,949,405 3,344,857 3,156,834
33 3,265,838 2,668,386 14,934,248 11,800,410 3,133,838 2,536,468
34 2,407,369 2,373,807 3,558,617 1,390,389 2,168,228 1,981,666
35 2,250,316 631,788 1,618,527 1,540,517
36 2,129,107 2,087,021 4,127,652 2,022,735 2,104,917 1,781,419
37 1,547,666 1,483,666 2,541,505 991,343 1,550,162 1,486,162
38 1,379,071 1,379,071 2,704,302 1,271,550 1,432,752 1,375,752
39 3,042,765 2,714,741 8,014,929 5,293,831 2,721,097 2,400,500
39.01 1,208,343 1,086,354 2,923,221 1,850,754 1,072,467 955,538
39.02 1,099,370 978,106 2,972,299 1,955,410 1,016,888 897,997
39.03 735,052 650,281 2,119,409 1,487,667 631,742 546,965
40 1,467,119 1,398,619 2,280,720 814,229 1,466,491 1,397,991
41 1,550,467 46,514 1,503,953 1,392,966
42 1,211,877 1,169,877 1,954,736 746,896 1,207,840 1,165,840
43 1,280,952 1,280,952 1,305,485 39,165 1,266,321 1,245,761
44 1,405,491 1,405,491 1,591,078 314,572 1,276,505 1,228,530
45 1,920,905 1,656,989 6,401,015 4,609,752 1,791,263 1,535,222
46 1,487,155 1,447,425 2,772,464 1,150,393 1,622,071 1,582,341
47 1,139,088 1,139,088 2,074,912 829,113 1,245,799 1,188,799
48 1,756,384 367,802 1,388,581 1,299,550
49 793,085 712,585 2,165,283 996,341 1,168,942 1,088,442
50 1,161,610 1,150,311 1,626,059 512,509 1,113,550 1,102,251
51 1,087,339 1,079,619 1,749,803 647,347 1,102,456 1,094,736
52 1,184,136 1,184,136 2,178,659 1,000,733 1,177,926 1,131,861
53 1,038,371 1,038,371 2,009,143 928,003 1,081,140 994,140
54 1,659,851 49,796 1,610,055 1,466,075
55 1,757,098 1,757,098 3,827,099 2,114,010 1,713,089 1,598,901
56 921,329 912,479 1,185,281 225,297 959,984 951,134
57 1,225,830 202,860 1,022,970 985,891
58 1,019,668 1,019,668 2,140,944 1,106,644 1,034,300 958,300
59 849,356 841,590 1,172,672 297,638 875,035 852,124
60 1,156,193 1,137,465 1,521,865 419,077 1,102,788 991,026
61 1,429,251 400,630 1,028,621 958,235
62 649,542 643,292 915,720 183,808 731,912 725,662
63 801,237 793,362 1,245,906 430,157 815,749 807,874
64 823,496 8,235 815,261 798,282
65 982,520 982,520 1,335,884 486,095 849,789 829,214
66 765,649 765,649 1,707,451 776,247 931,204 873,604
67 916,453 916,453 1,159,385 321,816 837,569 816,944
68 1,228,448 1,228,448 3,036,514 1,888,460 1,148,054 1,026,594
69 1,200,110 433,096 767,014 743,014
70 865,272 865,272 1,258,618 464,542 794,076 773,226
71 1,010,615 1,010,615 1,202,767 336,397 866,370 825,933
72 862,390 862,390 1,179,695 288,255 891,440 852,662
73 972,082 948,307 1,790,258 774,242 1,016,015 895,695
74 850,186 847,360 1,100,816 349,654 751,162 718,041
75 1,737,290 1,701,290 3,052,066 1,456,927 1,595,139 1,559,139
76 953,389 228,010 725,379 693,121
77 778,979 778,979 1,140,534 373,664 766,870 739,347
78 1,015,566 265,342 750,224 726,803
79 734,863 730,963 918,268 239,688 678,580 674,680
80 818,488 744,504 1,624,744 828,466 796,278 722,294
81 926,112 170,770 755,342 694,081
82 1,139,592 1,129,807 1,740,445 921,297 819,147 802,825
83 638,306 613,056 1,098,492 451,617 646,875 621,625
84 526,230 526,230 911,284 192,943 718,341 697,999
85 690,927 690,927 974,835 306,939 667,896 629,904
86 590,539 585,689 825,439 202,612 622,826 617,976
87 979,871 346,475 633,396 610,646
88 671,390 671,390 990,137 393,507 596,630 584,876
89 649,852 649,852 1,288,452 632,705 655,747 590,747
90 992,122 271,139 720,983 662,210
91 545,047 545,047 1,054,384 475,465 578,919 548,169
92 475,316 475,316 1,009,624 447,641 561,983 534,983
93 567,342 563,067 857,653 297,956 559,697 555,422
94 1,048,571 1,016,059 2,722,200 1,590,304 1,131,896 1,099,384
95 609,737 607,015 870,498 270,839 599,659 584,502
96 588,212 583,887 895,383 344,775 550,608 546,283
97 1,009,668 1,009,668 2,513,181 1,541,870 971,311 872,210
98 531,250 531,250 812,750 305,008 507,743 499,833
99 788,969 728,369 1,416,091 600,518 815,573 754,973
100 827,938 322,818 505,120 454,342
101 445,864 445,864 707,202 273,222 433,980 422,186
102 500,377 500,377 983,531 312,432 671,099 621,759
102.01 443,903 443,903 622,834 197,086 425,748 394,774
102.02 56,474 56,474 360,697 115,346 245,351 226,985
103 955,461 955,461 1,245,881 370,761 875,120 855,820
104 495,442 457,942 1,035,499 563,839 471,660 434,160
105 403,786 403,786 1,081,765 614,367 467,399 456,249
106 369,542 365,192 557,951 177,603 380,349 375,999
107 401,222 401,222 607,741 195,859 411,882 394,382
108 386,090 386,090 739,617 318,865 420,752 395,752
109 426,041 422,566 699,551 271,805 427,746 424,271
110 499,416 14,982 484,434 483,004
111 750,323 750,323 1,474,838 711,479 763,359 711,859
112 524,208 506,958 639,102 211,960 427,142 409,892
113 501,411 107,353 394,057 379,861
114 491,691 14,751 476,940 475,493
115 413,086 413,086 1,085,304 621,362 463,942 402,942
116 507,422 503,982 590,460 138,369 452,091 419,347
117 358,498 358,498 506,015 134,562 371,453 356,953
118 346,872 346,872 790,435 383,309 407,126 399,226
119 1,018,980 918,066 2,522,890 1,518,253 1,004,637 903,721
120 344,161 344,161 508,231 143,752 364,479 349,479
121 364,269 364,269 851,682 471,941 379,741 354,671
122 413,635 413,635 639,824 276,868 362,956 351,798
123 358,532 358,532 511,374 131,628 379,746 368,246
124 344,466 344,466 782,119 401,534 380,585 350,335
125 560,185 119,633 440,553 412,387
126 941,497 838,826 2,566,650 1,623,383 943,268 840,602
127 363,966 362,043 468,135 125,528 342,607 334,096
128 397,863 397,863 608,878 238,760 370,118 349,545
129 349,934 3,499 346,434 344,985
130 460,672 75,885 384,787 373,218
131 378,983 378,983 511,226 116,382 394,844 374,934
132 398,544 398,544 701,322 315,715 385,607 372,862
133 394,624 394,624 1,034,240 602,160 432,080 386,080
134 408,344 408,344 411,094 411,094 406,382
135 715,138 636,587 1,963,774 1,240,931 722,843 644,292
136 303,655 303,655 662,844 286,276 376,568 334,090
137 418,503 418,503 1,093,051 560,406 532,645 412,114
138 332,107 332,107 801,078 446,013 355,065 325,065
139 290,760 290,760 535,128 212,769 322,359 300,359
140 399,796 399,796 398,415
141 418,679 418,679 778,710 385,942 392,768 357,268
142 328,847 5,107 323,740 322,358
143 366,357 363,357 404,432 68,360 336,072 319,964
144 277,596 274,946 453,863 140,272 313,591 310,941
145 313,500 9,000 295,095 294,045
146 470,258 470,258 788,200 340,010 448,190 439,475
147 373,334 11,200 362,134 360,753
148 296,166 296,166 474,198 178,129 296,069 286,416
149 350,316 10,509 339,807 338,325
150 391,000 391,000 383,180 11,495 371,685 369,417
151 285,000 5,700 279,300 277,818
152 249,426 238,770 480,777 150,100 330,677 274,913
153 330,201 9,906 320,295 318,869
154 153,484 153,484 677,042 369,652 307,390 259,517
155 378,133 11,344 366,789 364,993
156 500,554 433,790 1,669,649 1,166,619 499,694 416,211
157 343,879 10,316 333,563 332,181
158 355,944 355,944 496,904 172,903 324,001 293,671
159 258,183 258,183 495,796 147,707 348,089 340,789
160 345,206 345,206 339,193 10,176 329,017 326,833
161 535,000 245,350 289,650 288,285
162 234,953 234,953 352,856 104,504 248,352 239,602
163 334,250 334,250 720,725 392,684 328,041 283,041
164 278,962 278,962 431,000 165,550 265,450 239,116
165 440,753 440,753 506,491 174,754 331,737 304,734
166 717,012 631,483 2,138,712 1,547,553 591,159 505,610
167 221,857 221,857 651,783 409,939 241,844 232,015
168 292,381 292,381 540,117 275,971 264,146 230,982
169 275,680 273,105 434,632 177,204 257,428 254,853
170 204,115 204,115 345,407 110,137 235,270 225,270
171 385,833 111,103 274,730 261,980
172 353,357 353,357 635,000 288,500 346,500 338,775
173 198,898 198,898 638,355 379,389 258,966 235,216
174 303,953 9,119 294,834 293,453
175 375,110 375,110 499,447 190,711 308,736 289,536
176 272,405 272,405 467,813 181,857 285,956 270,956
177 297,800 8,934 288,866 286,866
178 257,820 257,820 462,805 237,206 225,599 214,697
179 286,840 286,840 606,959 305,208 301,751 274,501
180 236,364 223,364 376,747 162,414 214,333 201,333
181 249,441 247,491 396,374 159,595 236,779 222,839
182 216,852 216,852 295,834 78,954 216,880 210,380
183 335,000 110,050 224,950 223,501
184 192,701 192,701 339,930 111,494 228,436 219,436
185 378,473 378,473 702,083 363,623 338,460 318,460
186 258,512 258,512 342,568 76,940 265,628 261,778
187 191,493 191,493 290,045 84,653 205,392 197,142
188 397,858 397,858 638,700 289,555 349,145 338,900
189 1,119,161 1,048,256 2,758,606 1,236,351 1,522,255 1,265,228
190 191,190 191,190 274,951 77,917 197,034 188,034
191 201,751 201,751 273,414 88,514 184,900 177,150
192 240,000 240,000 237,953
193 243,695 243,695 385,000 178,250 206,750 167,369
194 172,470 172,470 293,249 109,512 183,737 174,737
195 281,314 277,930 319,858 87,217 232,641 205,780
196 279,440 56,616 222,823 209,529
197 330,559 61,505 269,054 263,631
198 314,254 307,050 595,193 302,739 292,454 285,430
199 291,118 69,754 221,364 212,219
200 256,508 256,508 512,093 258,321 253,772 244,895
201 157,937 157,265 172,476 23,746 148,730 148,058
202 141,863 141,863 228,002 83,972 144,030 137,030
203 300,824 300,824 569,250 274,542 294,709 284,869
204 186,150 5,585 180,566 179,560
205 132,504 132,504 227,872 85,565 142,307 135,307
206 179,203 179,203 175,619 5,269 170,350 168,496
207 212,678 212,678 349,025 199,651 149,374 140,419
208 136,366 136,366 187,129 45,075 142,054 138,304
209 123,839 123,839 205,245 64,627 140,618 134,618
210 235,306 7,059 228,246 226,813
211 133,955 133,955 188,575 49,633 138,942 134,942
212 216,006 23,855 192,151 192,151
213 114,885 114,885 185,152 49,144 136,008 131,508
214 109,286 109,286 181,075 56,913 124,162 120,412
215 127,435 127,435 199,579 71,254 128,325 123,575
216 140,656 140,656 374,000 236,700 137,300 121,308
217 120,096 1,201 118,895 118,895
218 118,359 118,359 183,539 58,690 124,850 120,350
219 173,850 5,216 168,635 166,466
220 113,751 113,751 171,343 58,297 113,046 109,046
221 111,187 111,187 155,379 41,614 113,764 109,764
222 164,199 164,199 262,308 107,853 154,455 148,750
223 119,442 119,442 159,581 48,198 111,382 108,132
224 214,805 214,805 202,205 66,798 135,407 120,022
225 92,083 92,083 141,605 42,291 99,314 96,314
226 148,675 4,460 144,215 142,048
227 216,381 216,381 363,720 190,074 173,646 164,381
228 80,163 80,163 137,591 50,695 86,896 82,896
229 80,403 80,403 142,404 56,333 86,071 82,071
230 83,148 83,148 129,826 35,784 94,042 89,542
231 98,014 98,014 118,613 30,469 88,144 85,144
232 69,791 69,791 97,970 24,655 73,315 71,315
233 53,304 53,304 85,050 34,872 50,178 47,428
LARGEST
MORTGAGE LARGEST TENANT
LOAN TENANT % OF LARGEST TENANT
NUMBER LARGEST TENANT NAME SQ. FT. NRA EXP. DATE
- ------------------------------------------------------------------------------------------------------------------------------------
1 GSA 225,000 37.63% Multiple Spaces
2 Various Various Various Various
2.01 United States of America (Federal Supply Service) 1,048,631 100.00% 12/13/10
2.02 United States of America (Army Corps of Engineers) 229,625 70.37% 10/31/10
2.03 United States of America (Joint Forces Command) 351,075 100.00% 05/09/13
2.04 United States of America (Federal Election Commission) 91,580 62.57% 09/30/07
2.05 United States of America (Environmental Protection Agency) 182,554 100.00% 06/14/09
2.06 United States of America (Dept of Veterans Affairs) 119,550 90.64% 11/05/13
2.07 United States of America (Army Corps of Engineers) 97,256 100.00% 03/11/18
2.08 United States of America (INS) 88,717 100.00% 04/03/08
2.09 United States of America (Army Corps of Engineers) 118,040 100.00% 10/06/14
2.10 United States of America (Drug Enforcement Agency) 132,995 96.36% 04/30/12
2.11 United States of America (GSA) 130,600 100.00% 03/31/08
2.12 United States of America (Tricare Management Activities) 103,000 100.00% 05/19/13
2.13 United States of America (Dept. of the Interior) 53,172 71.58% 01/31/06
2.14 United States of America (FBI) 53,830 100.00% 08/31/09
3 General Services Administration 191,909 17.94% Multiple Spaces
4 Various Various Various Various
4.01 Loveland Baptist Church 70,340 33.66% 12/31/11
4.02 Payless Drug Store Nw DBA Rite Aid Corporation 23,672 19.39% 07/31/14
4.03 County of Los Angeles DBA Dept Children & Famly Srvcs 49,500 37.52% 02/28/15
4.04 Cheryl C. Hghs & Willm F. H DBA The Whole Wheatery 9,800 10.15% 11/30/10
4.05 Maiselle's Furniture Outlet 37,752 17.30% 10/04/09
4.06 Thrifty Corp. 19,120 22.45% 05/31/06
4.07 Sony Music Entertnmnt, Inc. 200,085 75.48% 07/31/07
4.08 Cycle Craft, Inc. 8,944 7.08% 05/31/07
4.09 Strawberry Park Ltd DBA Marie Callenders 4,500 11.44% 01/14/07
4.10 Richard Gross Ent. 15,780 33.19% 06/30/15
4.11 John & Arleen Enterprise DBA ABC Children's Center 4,600 17.05% 12/31/12
4.12 County Orange - SSA/C.A.S.T 29,987 100.00% 09/30/09
4.13 Harrigan Cole Vocatnal Ent. DBA Cole Vocational Services 4,018 4.65% 07/31/07
4.14 Padveen,Cappi and Wienr Chr DBA Scott Chiropractic 4,260 12.90% 10/31/06
4.15 Tarzana Treatmnt Cntr, Inc. 7,940 25.38% 08/31/07
4.16 Diamond Bar Montessor Acdmy DBA Diamond Bar Montessor Acdmy 6,300 30.69% 11/30/08
4.17 ENKI Health & Resrch Systms DBA ENKI Health & Resrch Systms 26,200 100.00% 06/30/06
4.18 Regina Hopper 5,400 42.99% 05/31/15
4.19 Lunada Bay Corporation 41,931 46.79% 08/31/07
4.20 Education Mngmt Systems DBA Opportunity for Learning 4,400 25.16% 05/31/09
5 Bryan Cave, LLP 222,194 22.51% 06/30/22
6 Pride International 110,966 11.57% 11/30/15
7
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 Vandale Industries, Inc. 22,871 9.06% 12/01/15
9 Aspen Technology 113,305 19.73% 07/31/16
10 Baylor 187,998 16.75% 08/31/10
11 National Institute of Health 178,979 86.44% Multiple Spaces
12 Edwards Cinemas 80,585 35.89% 11/30/19
13
14 Rosenthal & Rosenthal, Inc. 52,938 21.13% 03/31/12
15
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16 Wal-Mart 134,147 39.22% 10/29/22
17 General Growth Management, Inc. 226,750 100.00% 10/31/19
18 Kohls 88,408 34.85% 01/31/25
19 Philips Holding USA Inc. 199,900 100.00% 12/31/21
20 Various Various Various Various
20.01 Michigan Department of Treasury 29,181 26.25% 12/31/05
20.02 Meridian Automotive Systems 20,494 24.53% 09/30/08
20.03 Skansa USA Building, Inc. 10,612 11.73% 07/31/13
20.04 Archway 28,216 25.14% 12/31/06
20.05 Standard Federal Bank 30,055 32.69% 12/31/10
20.06 Century Tile 81,550 45.64% 08/31/06
20.07 Cereal City Pediatrics 6,996 20.18% 11/30/14
21 Various Various Various Various
21.01 Emhart Technologies, Inc. 46,542 41.15% 03/31/12
21.02 IVAX Pharmaceuticals, Inc. 236,740 100.00% 12/31/10
21.03 CEC Entertainment Concepts, LP 76,500 100.00% 05/31/15
21.04 Comcast of Massachussetts 1, Inc. 60,000 100.00% 01/01/10
21.05 TJX Companies, Inc. 30,000 85.11% 09/30/13
21.06 Wal-Mart 57,985 100.00% 10/22/16
22
23
23.01
23.02
23.03
24
25
26
27
28
29 CalOptima 90,182 50.99% Multiple Spaces
30
31
32 Preti, Flaherty, Beliveau 42,455 20.21% 12/31/09
33
34 Hinshaw Culbertson 16,090 12.34% Multiple Spaces
35 Federal Bureau of Investigation 86,199 100.00% 05/08/20
36 Arizona Department of Water Resources 74,495 26.55% 10/09/09
37
38
39
39.01
39.02
39.03
40
41 Abbott Laboratories 131,341 100.00% 08/08/17
42
43 Office Depot 137,066 100.00% 12/31/12
44 NYSC (TCI Hoboken, Inc.) 23,855 49.46% 04/30/18
45
46
47
48 Wild Wings Cafe 6,000 7.49% 07/31/15
49
50 BJ's Wholesale Club 112,992 100.00% 06/13/19
51 United States Government 48,250 100.00% 08/31/20
52
53
54 Valassis Communications, Inc. 100,597 100.00% 05/01/13
55
56
57 Circuit City 33,862 100.00% 01/31/20
58
59 Publix 51,420 66.21% 08/01/17
60 Kroger 63,986 34.17% 06/30/15
61 Kaplan, Inc 31,029 30.46% 02/28/15
62
63
64 Lowe's 169,793 100.00% 09/28/25
65
66
67
68
69
70
71 The Pasta Shop 6,257 22.18% 10/31/09
72 Kragen Auto Parts 9,117 18.87% 01/31/07
73 Infinity Air, Inc 8,147 10.17% 09/30/10
74 Gotham City 5,588 19.77% 12/31/12
75
76 Michaels 24,221 38.00% 09/30/13
77
78 Washington Mutual 5,000 21.33% 06/19/15
79
80
81 Lowes Foods 54,000 48.74% 09/30/25
82 Keiser College 94,442 96.51% 08/31/13
83
84 Roundy's 61,136 85.34% 04/30/24
85
86
87
88
89
90 Gordman's 50,627 68.95% 03/24/14
91
92
93
94
95 Sinai Hospital of Detroit 22,317 82.00% 12/31/17
96
97
98
99
100 CAM Commerce Solutions, Inc. 26,000 46.08% 03/06/10
101
102 Various Various Various Various
102.01 Save-A-Lot 19,500 29.57% 09/30/13
102.02 Shapes Total Fitness 14,648 38.05% 12/31/12
103
104
105
106
107
108
109
110 Walgreens 14,293 100.00% 04/30/80
111
112
113 Payless Shoes 2,800 12.86% 11/30/09
114 Walgreens 14,470 100.00% 01/31/80
115
116 Blockbuster 3,850 16.79% 03/31/11
117
118
119
120
121
122
123
124
125 RBF Consulting 9,061 44.38% 09/09/10
126
127 CVS 12,880 66.98% 01/31/25
128
129 Walgreens 14,490 100.00% 09/30/80
130 Blockbuster 5,990 29.43% 04/03/15
131 Hollywood Entertainment, Corp. 5,400 22.43% 12/31/05
132
133
134 Jewel Food Stores, Inc. 47,117 100.00% 12/12/20
135
136
137 FutureWei Technologies 23,720 27.35% 03/31/07
138
139
140 CVS 13,813 100.00% 12/08/24
141
142 CVS 13,824 100.00% 09/16/22
143 Leisure World 13,618 52.34% 08/31/06
144
145 CVS 10,500 100.00% 08/12/27
146
147 Eckerd 13,824 100.00% 01/31/25
148
149 Walgreens 14,749 100.00% 03/31/80
150 Walgreens 15,120 100.00% 03/31/76
151 Walgreens 14,820 100.00% 08/30/80
152 Regency Royale 7,274 15.70% 08/31/06
153 Walgreens 14,259 100.00% 05/31/80
154
155 CVS 13,813 100.00% 01/31/31
156
157 Eckerd 13,813 100.00% 04/19/25
158 INS Realty LLC 21,066 100.00% 06/01/17
159
160 Walgreens 14,560 100.00% 06/30/79
161 Walgreens 13,650 100.00% 10/31/54
162
163
164
165 Kinko's 5,350 20.38% 12/31/10
166
167
168
169
170
171
172
173
174 Eckerd 13,813 100.00% 10/26/24
175
176
177 Best Buy 20,000 100.00% 01/31/16
178
179
180
181 New York Public Library 4,500 34.62% 08/31/21
182
183 Walgreens 14,490 100.00% 06/30/77
184
185
186
187
188
189 FAA-FSDO 18,054 13.92% 09/30/07
190
191
192 Walgreen's 13,650 100.00% 02/29/80
193
194
195 Family Dollar (sublessee) 8,500 30.14% 09/30/07
196 Muse Hair Salon 3,256 25.76% 07/01/10
197 Office Depot 19,417 100.00% 11/30/18
198
199 Home Quest 2,640 50.00% 05/31/10
200
201 Advance Auto Parts 6,720 100.00% 12/31/18
202
203
204 CVS 10,055 100.00% 01/31/27
205
206 CVS 10,906 100.00% 03/23/17
207
208
209
210 Rite Aid 14,335 100.00% 07/31/25
211
212 Tractor Supply 22,670 100.00% 10/03/19
213
214
215
216
217 Wachovia Bank, NA 4,117 100.00% 04/17/20
218
219 Tractor Supply 21,688 100.00% 03/31/20
220
221
222
223
224 Curves for Women 2,916 30.57% 06/30/10
225
226 Tractor Supply 21,688 100.00% 11/19/19
227
228
229
230
231
232
233
2ND
2ND LARGEST
MORTGAGE LARGEST TENANT 2ND LARGEST
LOAN TENANT % OF TENANT EXP.
NUMBER 2ND LARGEST TENANT NAME SQ. FT. NRA DATE
- --------------------------------------------------------------------------------------------------------------------------------
1 Level 3 Communications 112,000 18.73% 12/31/17
2 Various Various Various Various
2.01
2.02 State of California (Department of Justice) 58,255 17.85% 03/31/08
2.03
2.04 United States of America (Bureau of Public Debt) 38,673 26.42% 09/30/07
2.05
2.06 Ocean System Engineering Corporation 12,341 9.36% 10/01/09
2.07
2.08
2.09
2.10 Texas Premier Bank 4,443 3.22% 04/30/07
2.11
2.12
2.13 Global Payments 7,721 10.39% 04/30/08
2.14
3 Northrop Grumman 130,419 12.19% Multiple Spaces
4 Various Various Various Various
4.01 U.S. Governmnt-Gen Svc Admn 16,553 7.92% Multiple Spaces
4.02 Beverly Fabrics Inc. 17,500 14.33% 10/25/09
4.03 International Church 4 Sqre DBA Antelope Vally Fr Sqr Chrch 15,639 11.86% 08/31/06
4.04 Edwards Federal Credit Un 8,520 8.82% 12/31/06
4.05 Eubanks Engineering Co. 32,609 14.94% 12/14/06
4.06 The Salvation Army 12,000 14.09% 12/31/06
4.07 APX Express, Inc. 12,500 4.72% 12/31/06
4.08 Lupe & Timothy Arroyo DBA Apostolic 6,912 5.47% 08/14/07
4.09 Tony Bach & Kim My Lu 2,640 6.71% 05/31/14
4.10 Viva Bargain Center, Inc. 14,190 29.85% 11/30/15
4.11 Allan M Trepcyk DBA Graziano's 4,000 14.83% 06/30/12
4.12
4.13 Donald P. Ruud DBA Parkway Tropical Fish 3,948 4.57% 06/30/06
4.14 Chief Auto Parts, Inc. 3,920 11.87% 05/31/09
4.15 Terry Preap & Dennisa Preap DBA Quality Food Market 4,189 13.39% 12/31/06
4.16 Pakam Foods Services DBA Sizzler 5,200 25.33% 12/04/05
4.17
4.18 Kwang Jin Kim & Hyang J. Ha DBA Video Giant 4,800 38.22% 04/30/07
4.19 Ceramic Tile Pour La Maison 18,405 20.54% 11/30/06
4.20 Manoj Soktalrdchp & Tia Art DBA Siam Market 3,664 20.95% 06/30/15
5 Armstrong Teasdale, LLP 134,947 13.67% 06/30/10
6 Jardine Lloyd Thompson 49,529 5.16% 02/28/15
7
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 International Intimates, Inc. 22,529 8.92% Multiple Spaces
9 Horizon Offshore 88,986 15.50% 11/30/08
10 Chase Bank 91,558 8.16% 10/31/10
11 Funds Management 6,337 3.06% 05/31/08
12 Barnes & Noble 25,023 11.15% 01/31/15
13
14 Paul Davril, Inc. (Kenneth Cole) 40,353 16.11% 02/28/15
15
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16 Nordstrom Rack 30,216 8.83% 08/31/12
17
18 Marshalls 30,009 11.83% 08/31/14
19
20 Various Various Various Various
20.01 Tomie Raines Realtors, Inc 14,402 12.95% 01/14/06
20.02 Federal Aviation Administration 13,825 16.55% 09/30/10
20.03 IRS 7,290 8.06% 09/30/08
20.04 Jacobs Engineering 13,967 12.44% 06/30/11
20.05 Clear Channel 17,145 18.65% 12/31/06
20.06 American Sales, Inc. 27,250 15.25% 01/31/06
20.07 Williams Kitchen & Bath 4,054 11.70% 05/31/07
21 Various Various Various Various
21.01 Random House, Inc. 42,235 37.34% 06/30/19
21.02
21.03
21.04
21.05 PR Restaurants, LLC (Panera) 5,250 14.89% 10/31/18
21.06
22
23
23.01
23.02
23.03
24
25
26
27
28
29 GSA 17,795 10.06% 04/30/11
30
31
32 Medical Mutual Insurance 26,410 12.57% 12/31/14
33
34 Ingham & Company 9,206 7.06% Multiple Spaces
35
36 Warner, Angle, Roper & Hallam, P.C. 23,088 8.23% 09/30/11
37
38
39
39.01
39.02
39.03
40
41
42
43
44 CVS Pharmacy 11,500 23.84% 01/31/10
45
46
47
48 Polynesian Pools 5,600 6.99% 03/31/08
49
50
51
52
53
54
55
56
57
58
59 El Ranchero 4,200 5.41% 10/31/05
60 Georgia Theatre 34,485 18.41% 11/01/07
61 Dollar Tree Stores, Inc. 20,000 19.63% 11/30/08
62
63
64
65
66
67
68
69
70
71 Cafe Rouge 3,972 14.08% 08/31/06
72 Western Dental 3,685 7.63% 01/31/07
73 Metrocall 8,065 10.07% 01/31/06
74 JP Crystal 2,973 10.52% 07/31/08
75
76 Aldi (Ground Lease) 15,100 23.69% 10/31/44
77
78 Wendy's 3,242 13.83% 12/31/20
79
80
81 Roses 32,000 28.88% 08/31/09
82 A Freakin Inc. 1,062 1.09% 05/31/09
83
84 Rental Treatment Centers 5,700 7.96% 11/30/20
85
86
87
88
89
90 Los Compadres 4,664 6.35% 05/31/10
91
92
93
94
95 University Orthopaedics 4,900 18.00% 03/31/10
96
97
98
99
100 WDW Inc.- Artistic Porcelain 17,800 31.55% 10/31/10
101
102 Various Various Various Various
102.01 Beall's Outlet 13,110 19.88% 04/30/08
102.02 Renal Care Group 12,585 32.69% 06/30/15
103
104
105
106
107
108
109
110
111
112
113 LA Tan 2,544 11.69% 09/30/15
114
115
116 ABC Store 2,625 11.45% 04/30/06
117
118
119
120
121
122
123
124
125 Suncal Corporation 7,132 34.93% 09/15/10
126
127 Cosi 3,050 15.86% 07/31/12
128
129
130 The Loop Pizza Grill 4,631 22.76% 05/14/15
131 Smokey Point Pets 2,700 11.21% 07/31/07
132
133
134
135
136
137 New Frontier Title Agency 3,426 3.95% 05/31/10
138
139
140
141
142
143 Decor Furniture 7,200 27.67% 05/31/08
144
145
146
147
148
149
150
151
152 Horizon West Mgmt. 5,088 10.98% 06/30/06
153
154
155
156
157
158
159
160
161
162
163
164
165 Devil House 3,906 14.88% 01/31/09
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181 Center for Family Support 3,500 26.92% 11/29/06
182
183
184
185
186
187
188
189 DHS-FAM 16,341 12.60% 11/30/12
190
191
192
193
194
195 The Crate 4,000 14.18% MTM
196 Pet Circuit 3,144 24.87% 03/01/10
197
198
199 Laitla Rizvi, P.L. 2,086 39.51% 05/31/10
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224 E-Mortgage Logic, Inc. 2,706 28.36% 08/31/06
225
226
227
228
229
230
231
232
233
3RD
3RD LARGEST
MORTGAGE LARGEST TENANT 3RD LARGEST
LOAN TENANT % OF TENANT EXP.
NUMBER 3RD LARGEST TENANT NAME SQ. FT NRA DATE LOCKBOX
- ----------------------------------------------------------------------------------------------------------------------------------
1 Lehman Brothers Holdings 58,168 9.73% 02/28/17 Day 1
2 Various Various Various Various Day 1
2.01
2.02 World of Good Tastes 2,911 0.89% 03/31/11
2.03
2.04 Hard Rock Cafe 16,112 11.01% 07/31/13
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13 DRG & Associates 2,271 3.06% MTM
2.14
3 Raytheon Company 116,128 10.86% 08/31/13 Day 1
4 Various Various Various Various Day 1
4.01 HMC Group 14,769 7.07% 01/16/08
4.02 Berean Christian Stores 13,000 10.65% 06/30/08
4.03 Lo Jack Corporation DBA LoJack 13,379 10.14% 02/28/07
4.04 Ramiro Medrano and Jorg Mdr DBA Medrano's Mexican Restaurnt 7,010 7.26% 06/30/06
4.05 Buddy's Flooring Outlet 32,400 14.84% 11/30/15
4.06 Antelope Valley Hlth Car Sy DBA Women Infants Children 7,000 8.22% 03/31/14
4.07 Amarr Company Inc. DBA Amarr Garage Doors 12,500 4.72% 11/30/09
4.08 Richard Gross Ent. DBA Salon Success Academy 6,912 5.47% 02/28/15
4.09 Christophr Suh and Jams Lee DBA Cafe Aluminum 2,300 5.85% 06/30/09
4.10 Trav Corporation 9,862 20.74% 10/31/08
4.11 Matthew Sklamberg & Kelly DBA My Gym Childrn's Ftnss Cntr 2,600 9.64% 07/31/06
4.12
4.13 Mark Schroeder DBA Heritage Christian Church 3,708 4.29% 07/30/08
4.14 Norma E Ramos DBA Fiesta Discount Stores 3,580 10.84% 03/31/06
4.15 Carlen Enterprises Inc. 4,079 13.04% 01/31/06
4.16 Michael Rodriguez & Mrc Hld 2,325 11.33% 03/31/06
4.17
4.18 Sergio Valenzuela et al DBA La Conga Mexican Grill 2,360 18.79% 09/30/09
4.19 Elliott Aut Supply Co. Inc. DBA Factory Motor Parts 17,280 19.28% 10/31/07
4.20 Center for Orthopdcs & Rehb 2,800 16.01% 06/30/07
5 HOK Group, Inc. 56,874 5.76% 12/31/14 Day 1
6 J. Walter Thompson, USA 41,975 4.37% 12/31/06 Day 1
7
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 The Natori Company, Inc. 21,759 8.62% 09/30/15 Day 1
9 Sempra 45,778 7.97% 01/31/07 Day 1
10 Chubb Insurance 80,833 7.20% 10/31/16
11 Buchbinder, Tunick & Company 5,679 2.74% 09/14/07 Day 1
12 Pier 1 Imports 10,800 4.81% 04/30/15 Day 1
13 Springing
14 Espirit US Distribution Limited 28,562 11.40% 09/30/07 Day 1
15
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16 Ross Dress for Less 28,900 8.45% 01/31/13
17 Springing
18 Borders Books 25,000 9.86% 01/31/20 Day 1
19 Day 1
20 Various Various Various Various
20.01 Malcolm Pirnie, Inc. 8,877 7.98% 05/31/07
20.02 Hilb, Rogal and Hobbs Co. 11,909 14.26% 05/31/07
20.03 Comsys 6,493 7.18% 11/30/05
20.04 Seven Worldwide, Inc. 10,200 9.09% 12/31/09
20.05 Louis Benton Steakhouse 12,829 13.95% 12/19/12
20.06 Aaron Sales and Lease Ownership 13,350 7.47% 11/14/08
20.07 David Long, DDS 3,668 10.58% 03/31/11
21 Various Various Various Various Various
21.01 Peabody Engineering Corp 18,990 16.79% 01/31/08
21.02 Springing
21.03
21.04 Springing
21.05
21.06 Springing
22 Day 1
23
23.01
23.02
23.03
24
25
26 Day 1
27 Day 1
28
29 Schaller Anderson of Calif 14,641 8.28% 12/31/08
30
31
32 Lincoln Life Insurance Co 26,128 12.44% 03/31/07
33
34 Flick Mortgage 8,825 6.77% Multiple Spaces
35 Day 1
36 Make-A-Wish Foundation of Arizona 18,704 6.67% 04/30/11 Springing
37
38
39
39.01
39.02
39.03
40
41 Day 1
42
43 Springing
44 Barnes and Noble 8,729 18.10% 04/30/10 Day 1
45
46
47
48 Cash Converters 5,250 6.55% 12/31/07 Day 1
49
50 Day 1
51 Day 1
52 Springing
53 Day 1
54 Springing
55 Day 1
56
57 Springing
58 Day 1
59 Wachovia 2,941 3.79% 05/31/10
60 Aaron Rents 7,200 3.84% 09/30/06 Springing
61 Coin Partners, LP 17,121 16.81% 06/30/07
62
63
64
65 Springing
66 Day 1
67 Springing
68 Day 1
69
70
71 Design Within Reach 3,941 13.97% 09/30/13
72 California National Bank 2,769 5.73% 11/30/07
73 East West Bank 7,026 8.77% 10/31/07
74 Gruppo Rosano 2,586 9.15% 06/30/12
75
76 Petco 13,877 21.77% 01/31/14
77 Springing
78 Del Taco 3,200 13.65% 05/31/25
79
80
81 Rent-A-Center 3,750 3.38% 08/31/09
82 Computernex Corp. 846 0.86% 06/30/06 Springing
83
84 Great Clips 1,200 1.68% 09/30/10
85 Springing
86
87
88 Springing
89 Day 1
90 Payless Shoe Source 3,508 4.78% 11/30/08
91
92
93
94
95
96
97 Day 1
98 Springing
99
100 Social Security Administration 12,620 22.37% 01/31/20
101 Springing
102 Various Various Various Various
102.01 Rent-Way 4,000 6.07% 04/30/06
102.02 Pump It Up 11,260 29.25% 09/30/10
103
104
105
106
107
108
109
110 Springing
111
112
113 Huntington Learning 2,440 11.21% 08/31/10
114 Springing
115 Day 1
116 Verizon Wireless 2,625 11.45% 07/31/06 Day 1
117
118
119
120
121 Springing
122 Springing
123
124
125 Home Stone Mortgage 2,839 13.90% 10/31/10
126
127 OMI Sushi 1,918 9.97% 06/30/10
128 Springing
129
130 Dry Clean DePot 1,638 8.05% 07/01/10
131 Door Depot 1,980 8.22% 09/21/09
132 Springing
133
134 Day 1
135
136 Springing
137 Mentalix, Inc. 3,181 3.67% 01/31/07
138
139
140 Day 1
141 Day 1
142
143 Gallery Corporation 5,201 19.99% 06/30/10
144
145
146
147 Springing
148 Springing
149 Springing
150 Springing
151
152 The End Record 4,803 10.37% 09/30/06
153
154 Springing
155 Springing
156
157 Springing
158 Day 1
159 Day 1
160 Springing
161
162
163 Day 1
164 Springing
165 Bikinis 3,850 14.66% 09/30/05
166
167 Springing
168 Springing
169
170
171
172
173 Day 1
174 Springing
175
176
177 Springing
178 Springing
179 Day 1
180
181 Hanger P & O, Inc. 2,500 19.23% 11/30/06
182
183 Day 1
184
185
186
187
188
189 Hyperion Solutions 11,096 8.55% 12/31/06
190
191
192 Day 1
193 Springing
194
195 Hair Masters 2,250 7.98% 03/31/06
196 Dilworth Coffee 2,015 15.94% 05/01/10
197 Springing
198
199 Snack Cafe 1,320 25.00% 05/31/10
200
201
202
203
204 Springing
205
206 Day 1
207 Springing
208
209
210 Springing
211
212 Springing
213
214
215
216 Springing
217
218
219 Springing
220
221
222
223
224 Dentist 1,712 17.95% 07/31/15
225
226 Springing
227 Springing
228
229
230
231
232
233
MORTGAGE
LOAN LARGEST AFFILIATED SPONSOR FLAG
NUMBER (> THAN 4% OF POOL)
- ------------------------------------------------------------------------------------------------------------------------------------
1 Keith Rubenstein and Marshall G. Allan
2 NGP Capital Partners III LLC & Rubicon US REIT, Inc.
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
3 Beacon Capital Strategic Partners III, L.P.
4 Donald Abbey
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
5
6 TPG/CalSTRS, LLC
7 Prudential Real Estate Investors on behalf of the Western Conference of Teamsters Pension Trust Fund
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 Ralph Sitt
9 TPG/CalSTRS, LLC
10
11
12
13
14 Ralph Sitt
15 Prudential Real Estate Investors on behalf of the Virginia Retirement System
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16
17
18
19
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
21
21.01
21.02
21.03
21.04
21.05
21.06
22
23
23.01
23.02
23.03
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
39.01
39.02
39.03
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
102.01
102.02
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
(1) Two Mortgage Loans, representing 11.5% of the Cut-Off Date Pool Balance,
are part of a split loan structure and the related pari passu companion
loans are not included in the trust fund with respect to these Mortgage
Loans, unless otherwise specified
(2) Certain of the Mortgage Loans detail "as-stabilized" appraised values as
indicated by appraisal dates in the future. Reserves were generally taken
at closing in order to address the difference between the "as-is" and
"as-stabilized" valuation. See RISK FACTORS - The Mortgage Loans -
Inspections and Appraisals May Not Accurately Reflect Value or Condition of
Mortgage Property. See "DESCRIPTION OF THE MORTGAGED POOL - Additional
Mortgage Loan Information" in the prospectus supplement.
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C21
ANNEX A-2 CERTAIN INFORMATION REGARDING MULTIFAMILY MORTGAGED PROPERTIES
---------
MORTGAGE
LOAN LOAN GROUP
NUMBER NUMBER PROPERTY NAME PROPERTY ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
23 2 The Reserve Pool Various
23.01 The Reserve at Greenwood Apartments 1602 Green Mountain Drive
23.02 The Reserve at Foxrun Apartments 1912 Green Mountain Road
23.03 The Reserve at Walnut Ridge Apartments 1601 North Shackleford Road
24 2 Willow Cove Apartments 9300 South Redwood Road
25 1 Cayman Bay Apartments 2701 North Rainbow Boulevard
26 1 The Lexington Apartments 510-512 Old Hickory Boulevard
27 2 Fath - Fairfield Pointe 2400 Albemarle Drive
28 2 San Palmilla Apartments 750 West Baseline Road
31 1 Brook Arbor Apartments 200 Brook Arbor Drive
37 1 Palmetto Pointe Apartments 3919 Carnegie Avenue
38 1 Rivercrest Apartments 280 River Road
40 2 Palisades Apartments 3201 East Hargrove Road
42 2 Excalibur Apartments 123 112th Avenue NE
46 1 Presidential Tower 302 East John Street
47 2 Creekside at Northlake 8299 Small Block Road
49 2 Briarwood North Apartments 7398 Dakin Street
53 2 Fath - Boulders 6337 Duck Creek Drive
58 2 Madalyn Landing 500 Malabar Road Southwest
66 1 Emerald Suites 2200 West Bonanza Road
69 1 The Orchards Apartments 5034 West Bullard Avenue
75 1 Atrium of Grand Valley 3260 North 12th Street
80 2 The Woodlands of Tyler Apartment Homes 400 Grande Boulevard
83 2 Suncoast Place Apartments 999 NE 167th Street
87 1 Keystone Ridge Apartments 14209 103rd Avenue Court East
89 2 Fath - Princeton Court 6121 Melody Lane
91 2 Terrace Pointe 8101 Langdon Avenue
92 2 Heritage Gardens Apts 2501 148th Avenue SE
94 1 Las Colinas Village Retirement Center 500 Paisano Road NE
99 2 Stanford Oaks Apartments 2035 Idlewood Road
104 1 Spanish Mission Apartments 422 Connell Road
107 2 Ocean Breeze 1021 and 1132 North Wilmington Boulevard
108 1 Parkside Apartments 1801 South Cutler Drive
111 2 Sagecrest Apartments 1050 Connolly Drive
112 2 Regency Apartments 1251 McDaniel Lane Southeast
115 2 Fath - Canyon Creek 10951 Stone Canyon Road
117 2 Manor Pointe 12129 Manor Drive
120 2 Sun Terrace 8437 Cedros Avenue
123 2 View Pointe 2959 Leeward Avenue
124 2 Sierra Park Apartments 1314 West 8th Street
133 2 Hunter's Court 8550 Spring Valley Road
138 2 Summer View 9510 Van Nuys Boulevard
139 2 White Sands 13199 Ocotillo Road
141 2 Fath - Gateway 782 Gatewood Drive
162 2 Evergreen 10800 South Main Street
163 2 Fath - Viewpoint 10602 Stone Canyon Road
170 2 Suncrest 8553 Sepulveda Boulevard
171 2 Wellington Place Apartments 3002, 3004, 3102, & 3104 Edward Hoffman Drive
173 2 Quebec House Apartments 4050 Valley View Lane
175 2 High Park Apartments 100 High Park Drive
176 2 Villa De La Rosa 7862 Lankershim Avenue
179 2 Fath - Woodbridge 10702 Stone Canyon Road
180 1 Ashford Hills Apartments 95 Varga Road
182 2 The Meadows Apartments 14026 Paramount Boulevard
184 2 Northridge Palm Apartments 8651 and 8661 Wilbur Street
185 2 New Peachtree Apartments 3359 Hood Avenue
187 2 Sunrise Apartments 38257 12th Street East
190 2 Parkglen Apartments 38308 Division Street
191 2 Cedar Pointe 12638 Cedar Avenue
194 2 Courtyard Apartments 38665 11th Street East
202 2 Casa Brae 815 South Bonnie Brae Street
205 2 Royal Palms 38700 10th Street East
208 2 Highland Meadows (Fayette) 5708 and 5712 Fayette Street
209 2 Sunridge Apartments 38665 12th Street East
211 2 Highland Meadows (Meridian) 5618 Meridian Street
213 2 China Gate 236 and 254 Avenue 24
214 2 Highland Spring (Vallejo) 2141 Vallejo Street and 2511 Verde Street
215 2 South View Apartments 839 South Carondelet Street
218 2 South View (Broadway) 7520 South Broadway Boulevard
220 2 South View (Main) 11924 South Main Street
221 2 York Pointe 11651 & 11652 York Avenue
223 2 Forest View Apartments 3344 Chapman Street
225 2 Highland Springs (Lincoln Park) 2339 Lincoln Park Avenue
228 2 Rio Grande 38572 10th Place East
229 2 Santa Fe Apartments 38604 10th Street East
230 2 Village Square 25847 East 9th Street
231 2 South View (Avalon) 4200 and 4206 South Avalon Boulevard
232 2 Highland Meadows 43, 44 144 East Avenue 44 and 147 East Avenue 43
233 2 Woodglen Apartments 316 East Avenue Q-7
MORTGAGE GENERAL SPECIFIC
LOAN PROPERTY PROPERTY PROPERTY PROPERTY ELEVATOR UTILITIES
NUMBER PROPERTY CITY STATE ZIP CODE COUNTY TYPE TYPE BUILDINGS TENANT PAYS
- ------------------------------------------------------------------------------------------------------------------------------------
23 Little Rock AR 72211 Pulaski Multifamily Conventional N E
23.01 Little Rock AR 72211 Pulaski Multifamily Conventional N E
23.02 Little Rock AR 72211 Pulaski Multifamily Conventional N E
23.03 Little Rock AR 72211 Pulaski Multifamily Conventional N E
24 West Jordan UT 84088 Salt Lake Multifamily Conventional N E
25 Las Vegas NV 89108 Clark Multifamily Conventional N E,G
26 Nashville TN 37209 Davidson Multifamily Conventional N E,G
27 Fairfield OH 45014 Butler Multifamily Conventional N E,W,S
28 Tempe AZ 85282 Maricopa Multifamily Conventional N W,S,T
31 Cary NC 27519 Wake Multifamily Conventional N E,W,S,T
37 Myrtle Beach SC 29588 Horry Multifamily Conventional N E,G,W,S,T
38 Piscataway NJ 08854 Middlesex Multifamily Conventional N E
40 Tuscaloosa AL 35405 Tuscaloosa Multifamily Conventional N E,W,S,T
42 Bellevue WA 98004 King Multifamily Conventional Y 0
46 Champaign IL 61820 Champaign Multifamily Student Housing Y None
47 Northlake TX 76262 Denton Multifamily Conventional N E,W,S
49 Denver CO 80221 Adams Multifamily Conventional N E,G,W,S
53 Garland TX 75043 Dallas Multifamily Conventional N E
58 Palm Bay FL 32907 Brevard Multifamily Conventional N E
66 Las Vegas NV 89106 Clark Multifamily Conventional N E
69 Fresno CA 93722 Fresno Multifamily Conventional N E,G,W,S,T
75 Grand Junction CO 81506 Mesa Multifamily Independent Living Y None
80 Tyler TX 75703 Smith Multifamily Conventional N E,W,S,T
83 North Miami Beach FL 33162 Miami-Dade Multifamily Conventional Y E
87 Puyallup WA 98374 Pierce Multifamily Conventional N E,W,S,T
89 Dallas TX 75231 Dallas Multifamily Conventional Y E
91 Van Nuys CA 91406 Los Angeles Multifamily Conventional N E
92 Bellevue WA 98007 King Multifamily Conventional N E
94 Albuquerque NM 87123 Bernalillo Multifamily Independent Living Y None
99 Tucker GA 30084 De Kalb Multifamily Conventional N E
104 Valdosta GA 31602 Lowndes Multifamily Conventional N E,G,W,S
107 Wilmington CA 90744 Los Angeles Multifamily Conventional N E
108 Tempe AZ 85281 Maricopa Multifamily Conventional N E
111 Elko NV 89801 Elko Multifamily Conventional N E,G
112 Lacey WA 98503 Thurston Multifamily Conventional N E
115 Dallas TX 75230 Dallas Multifamily Conventional N E
117 Hawthorne CA 90250 Los Angeles Multifamily Conventional Y E
120 Panorama City CA 91402 Los Angeles Multifamily Conventional Y E
123 Los Angeles CA 90005 Los Angeles Multifamily Conventional Y E
124 Tempe AZ 85281 Maricopa Multifamily Conventional N E
133 Dallas TX 75240 Dallas Multifamily Conventional N E
138 Arleta CA 91402 Los Angeles Multifamily Conventional N E
139 Desert Hot Springs CA 92240 Riverside Multifamily Conventional N E
141 Garland TX 75043 Dallas Multifamily Conventional N E
162 Los Angeles CA 90061 Los Angeles Multifamily Conventional N E
163 Dallas TX 75230 Dallas Multifamily Conventional N E
170 North Hills CA 91343 Los Angeles Multifamily Conventional Y E
171 Champaign IL 61820 Champaign Multifamily Conventional N E,W
173 Farmers Branch TX 75244 Dallas Multifamily Conventional N E
175 New Albany IN 47150 Floyd Multifamily Conventional N E
176 Highland CA 92346 San Bernardino Multifamily Conventional N E
179 Dallas TX 75230 Dallas Multifamily Conventional N E,W,S
180 Ashford CT 06278 Windham Multifamily Conventional N E,G
182 Paramount CA 90273 Los Angeles Multifamily Conventional N E
184 Northridge CA 91325 Los Angeles Multifamily Conventional N E
185 Chamblee GA 30341 DeKalb Multifamily Conventional N E,G
187 Palmdale CA 93550 Los Angeles Multifamily Conventional N E
190 Palmdale CA 93550 Los Angeles Multifamily Conventional N E
191 Hawthorne CA 90250 Los Angeles Multifamily Conventional N E
194 Palmdale CA 93550 Los Angeles Multifamily Conventional N E
202 Los Angeles CA 90057 Los Angeles Multifamily Conventional N E
205 Palmdale CA 93550 Los Angeles Multifamily Conventional N E
208 Los Angeles CA 90042 Los Angeles Multifamily Conventional Y E
209 Palmdale CA 93550 Los Angeles Multifamily Conventional N E
211 Los Angeles CA 90042 Los Angeles Multifamily Conventional N E
213 Los Angeles CA 90031 Los Angeles Multifamily Conventional N E
214 Los Angeles CA 90031 and 90033 Los Angeles Multifamily Conventional N E
215 Los Angeles CA 90057 Los Angeles Multifamily Conventional Y E
218 Los Angeles CA 90003 Los Angeles Multifamily Conventional N E
220 Los Angeles CA 90061 Los Angeles Multifamily Conventional N E
221 Hawthorne CA 90250 Los Angeles Multifamily Conventional N E
223 Los Angeles CA 90065 Los Angeles Multifamily Conventional N E
225 Los Angeles CA 90031 Los Angeles Multifamily Conventional N E
228 Palmdale CA 93550 Los Angeles Multifamily Conventional N E
229 Palmdale CA 93550 Los Angeles Multifamily Conventional N E
230 San Bernardino CA 92410 San Bernardino Multifamily Conventional N E
231 Los Angeles CA 90011 Los Angeles Multifamily Conventional N E
232 Los Angeles CA 90031 Los Angeles Multifamily Conventional Y E
233 Palmdale CA 93550 Los Angeles Multifamily Conventional N E
MORTGAGE NUMBER OF AVERAGE RENT;
LOAN STUDIO NUMBER OF NUMBER OF NUMBER OF NUMBER OF RENT RANGES -
NUMBER UNITS 1 BR UNITS 2 BR UNITS 3 BR UNITS 4+ BR UNITS STUDIO UNITS
- ------------------------------------------------------------------------------------------------------------------------------------
23 Various Various Various Various Various
23.01 48 202 168 32 449;449-449
23.02 188 141 8
23.03 140 112
24 144 408 36
25 104 208 168
26 288 226 84
27 252 317 92
28 100 200 72
31 82 168 52
37 140 168 12
38 170 58
40 74 178 22
42 178 15 17 677;677-677
46 2 142 1
47 72 132 24
49 99 223
53 24 144 156 24 490;475-755
58 74 138 125
66 102 90 857;209-1672
69 48 48
75 62 54 28 1550;1550-1550
80 208 48
83 4 39 49 9 725;725-725
87 18 67 6
89 188 72
91 21 85 17 624;423-743
92 56 52
94 37 72 18 1446;1300-1525
99 136 66
104 10 72 68
107 59 11
108 1 83 16 700;700-700
111 40 124 40 2
112 23 46
115 228 16
117 16 41 1 679;670-695
120 1 58 1 625;625-625
123 30 16
124
133 144 40
138 121 2 613;427-743
139 6 82
141 39 99 4
162 1 31 3
163 160 20
170 10 26 4 640;625-650
171 24 16 11
173 1 42 48 4 499;499-499
175 96
176 1 58 1
179 1 57 51 400;400-400
180 30 18 4
182 26
184 32 4
185 80
187 9 24
190 34 2
191 10 21 680;670-695
194 14 22
202 2 22 4 568;487-650
205 12 16
208 6 9
209 24
211 1 8 7
213 1 17
214 1 8 6
215 14 5
218 1 15 2
220 16
221 12 4
223 1 1 5 6 495;495-495
225 8 4
228 6 10
229 16
230 18
231 1 2 9 625;625-625
232 1 5 2
233 10 1
MORTGAGE AVERAGE RENT; AVERAGE RENT; AVERAGE RENT; AVERAGE RENT;
LOAN RENT RANGES - RENT RANGES - RENT RANGES - RENT RANGES -
NUMBER 1 BR UNITS 2 BR UNITS 3 BR UNITS 4+ BR UNITS
- --------------------------------------------------------------------------------------------------------------
23 Various Various Various
23.01 567;489-609 640;619-660 755;755-755
23.02 569;490-675 690;660-770 960;960-960
23.03 516;484-575 621;595-685
24 576;576-576 671;657-691 890;879-895
25 667;605-720 820;820-820 905;905-905
26 737;635-845 956;895-1055 1127;1035-1250
27 554;530-720 602;545-755 917;905-1060
28 803;803-803 941;915-967 1216;1216-1216
31 730;730-730 930;875-1095 1270;1270-1270
37 676;645-705 806;755-835 955;955-955
38 960;562-2014 1154;872-1265
40 577;575-600 754;750-775 903;895-925
42 913;913-913 1071;1047-1088
46 640;500-780 1200;1135-1330 1350;1350-1350
47 590;565-604 863;790-890 990;990-990
49 656;645-660 733;710-750
53 516;463-580 686;610-755 815;770-840
58 465;170-605 549;255-665 623;162-677
66 935;916-1145
69 1016;1000-1050 1266;1250-1300
75 2000;2000-2000 2670;2600-2750
80 518;489-609 674;629-719
83 854;850-870 1024;1015-1025 1212;1195-1225
87 783;740-845 898;835-1150 1113;1075-1165
89 449;329-535 650;605-675
91 751;515-925 942;730-1045
92 667;552-849 769;0-934
94 1971;1825-1995 2348;2275-2385
99 654;625-675 791;790-795
104 525;520-545 630;620-640 730;720-750
107 698;695-825 870;574-1000
108 603;510-689 763;700-799
111 502;502-502 594;568-605 806;806-806 1088;1088-1088
112 740;740-740 833;833-833
115 491;445-665 713;695-755
117 808;770-875 1050;1050-1050
120 749;457-825 995;995-995
123 848;800-875 1151;1100-1195
124
133 502;450-519 637;516-670
138 800;800-800
139 496;450-550 608;525-675
141 544;530-560 681;620-715 833;825-855
162 575;575-575 871;850-895 1025;1025-1025
163 470;445-535 689;660-745
170 781;770-795 950;950-950
171 530;515-545 705;695-715 895;895-895
173 531;450-646 617;589-689 813;800-840
175 496;380-600
176 575;575-575 682;650-725 800;800-800
179 575;470-625 778;700-845
180 625;625-625 725;725-725 875;875-875
182 1000;995-1025
184 831;825-850 983;970-995
185 775;775-775
187 638;595-675 748;600-775
190 637;500-725 738;700-775
191 806;795-825
194 657;620-675 808;750-825
202 715;609-875 882;823-930
205 653;625-675 765;685-825
208 1017;995-1050 1138;1025-1170
209 766;690-875
211 825;825-825 1000;1000-1000 1097;800-1170
213 850;850-850 987;975-1025
214 1004;1000-1025 1174;1170-1190
215 831;825-850 1095;1095-1095
218 770;770-770 877;800-900 1015;979-1050
220 923;850-950
221 805;795-825 1006;1000-1025
223 850;850-850 1022;995-1050 1278;1275-1295
225 976;970-995 1128;995-1195
228 648;625-675 705;650-775
229 733;650-775
230 684;650-725
231 783;770-795 854;650-895
232 850;850-850 1005;1000-1025 1170;1170-1170
233 659;645-675 825;825-825
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C21
ANNEX A-3 RESERVE ACCOUNT INFORMATION
MORTGAGE LOAN
LOAN GROUP GENERAL SPECIFIC PROPERTY
NUMBER NUMBER PROPERTY NAME PROPERTY TYPE TYPE
- ------------------------------------------------------------------------------------------------------------------------------------
1 1 85 Tenth Avenue Office CBD
2 1 NGP Rubicon GSA Pool Various Various
2.01 Rubicon NGP - Burlington, NJ Industrial Warehouse
2.02 Rubicon NGP - Sacramento, CA Office CBD
2.03 Rubicon NGP - Suffolk, VA Office Suburban
2.04 Rubicon NGP - Washington, DC Office CBD
2.05 Rubicon NGP - Kansas City, KS Office CBD
2.06 Rubicon NGP - San Diego, CA Office Suburban
2.07 Rubicon NGP - Concord, MA Office Suburban
2.08 Rubicon NGP - Philadelphia, PA Office CBD
2.09 Rubicon NGP - Huntsville, AL Office Suburban
2.10 Rubicon NGP - Houston, TX Office Suburban
2.11 Rubicon NGP - Providence, RI Office Suburban
2.12 Rubicon NGP - Aurora, CO Office Suburban
2.13 Rubicon NGP - Lakewood, CO Office Suburban
2.14 Rubicon NGP - Norfolk, VA Office Suburban
3 1 1000 & 1100 Wilson Office Suburban
4 1 Abbey Pool Various Various
4.01 Transpark Office Complex Office Suburban
4.02 Colton Courtyard Retail Anchored
4.03 Sierra Gateway Business Center Office Suburban
4.04 10th Street Commerce Center Retail Anchored
4.05 Transpark Industrial Complex Industrial Flex
4.06 Palmdale Place Commerce Center Retail Anchored
4.07 Fresno Industrial Center Industrial Warehouse
4.08 Nevada Street Plaza Mixed Use Office/Flex
4.09 Tozai Plaza Mixed Use Retail/Office
4.10 Upland Commerce Center Retail Unanchored
4.11 Rancho Carmel Commerce Center Retail Unanchored
4.12 Braden Court Office Suburban
4.13 Airpark Plaza Mixed Use Office/Industrial
4.14 30th Street Commerce Center Retail Unanchored
4.15 Atlantic Plaza Retail Unanchored
4.16 Diamond Bar Commerce Center Retail Unanchored
4.17 Goodrich Office Park Office Suburban
4.18 Garden Grove Town Center Retail Shadow Anchored
4.19 Anaheim Stadium Industrial Park Industrial Warehouse
4.20 25th Street Commerce Center Retail Unanchored
5 1 Metropolitan Square Office CBD
6 1 San Felipe Plaza Office Suburban
7 1 Extra Space Teamsters Pool Self Storage Self Storage
7.01 Extra Space Teamsters - River Edge, NJ Self Storage Self Storage
7.02 Extra Space Teamsters - Los Alamitos, CA Self Storage Self Storage
7.03 Extra Space Teamsters - Secaucus, NJ Self Storage Self Storage
7.04 Extra Space Teamsters - Reston, VA Self Storage Self Storage
7.05 Extra Space Teamsters - Burtonsville, MD Self Storage Self Storage
7.06 Extra Space Teamsters - Santee, CA Self Storage Self Storage
7.07 Extra Space Teamsters - Santa Rosa, CA Self Storage Self Storage
7.08 Extra Space Teamsters - North Lauderdale, FL Self Storage Self Storage
7.09 Extra Space Teamsters - Farmington Hills, MI Self Storage Self Storage
7.10 Extra Space Teamsters - Egg Harbor Township, NJ Self Storage Self Storage
7.11 Extra Space Teamsters - Miramar, FL Self Storage Self Storage
7.12 Extra Space Teamsters - Dallas, TX Self Storage Self Storage
7.13 Extra Space Teamsters - Fall River, MA Self Storage Self Storage
7.14 Extra Space Teamsters - Richmond, VA Self Storage Self Storage
7.15 Extra Space Teamsters - Fallbrook, CA Self Storage Self Storage
7.16 Extra Space Teamsters - Phoenix, AZ Self Storage Self Storage
7.17 Extra Space Teamsters - Salisbury, MA Self Storage Self Storage
7.18 Extra Space Teamsters - Memphis (Winchester Road), TN Self Storage Self Storage
7.19 Extra Space Teamsters - Scotts Valley, CA Self Storage Self Storage
7.20 Extra Space Teamsters - Waterford, MI Self Storage Self Storage
7.21 Extra Space Teamsters - Broomfield, CO Self Storage Self Storage
7.22 Extra Space Teamsters - Louisville, KY Self Storage Self Storage
7.23 Extra Space Teamsters - Saugerties, NY Self Storage Self Storage
7.24 Extra Space Teamsters - Memphis (Kirby Parkway), TN Self Storage Self Storage
7.25 Extra Space Teamsters - Acworth, GA Self Storage Self Storage
7.26 Extra Space Teamsters - Albuquerque, NM Self Storage Self Storage
7.27 Extra Space Teamsters - Pasadena, TX Self Storage Self Storage
7.28 Extra Space Teamsters - Columbus, OH Self Storage Self Storage
8 1 180 Madison Avenue Office CBD
9 1 2500 City West Office Suburban
10 1 Bryan Tower Office CBD
11 1 6116 Executive Boulevard Office Suburban
12 1 Crossings at Corona - Phase III Retail Anchored
13 1 Hilton Garden Inn - Washington, DC Hospitality Full Service
14 1 1370 Broadway Office CBD
15 1 Extra Space VRS Pool Self Storage Self Storage
15.01 Extra Space VRS - Long Island City, NY Self Storage Self Storage
15.02 Extra Space VRS - Wheaton, MD Self Storage Self Storage
15.03 Extra Space VRS - Long Beach, CA Self Storage Self Storage
15.04 Extra Space VRS - Germantown, MD Self Storage Self Storage
15.05 Extra Space VRS - Lodi, NJ Self Storage Self Storage
15.06 Extra Space VRS - Huntington Beach, CA Self Storage Self Storage
15.07 Extra Space VRS - Davie, FL Self Storage Self Storage
15.08 Extra Space VRS - Beaverton, OR Self Storage Self Storage
15.09 Extra Space VRS - Lincoln Park, MI Self Storage Self Storage
15.10 Extra Space VRS - North Attleborough, MA Self Storage Self Storage
15.11 Extra Space VRS - Las Vegas, NV Self Storage Self Storage
15.12 Extra Space VRS - Campbell, CA Self Storage Self Storage
15.13 Extra Space VRS - Dallas, TX Self Storage Self Storage
15.14 Extra Space VRS - Stone Mountain, GA Self Storage Self Storage
15.15 Extra Space VRS - Miami, FL Self Storage Self Storage
15.16 Extra Space VRS - Albuquerque, NM Self Storage Self Storage
15.17 Extra Space VRS - Baldwin Park, CA Self Storage Self Storage
15.18 Extra Space VRS - Flanders, NJ Self Storage Self Storage
15.19 Extra Space VRS - Clute, TX Self Storage Self Storage
15.20 Extra Space VRS - Memphis (Gateway Drive), TN Self Storage Self Storage
15.21 Extra Space VRS - Joliet, IL Self Storage Self Storage
15.22 Extra Space VRS - Memphis (Madison Avenue), TN Self Storage Self Storage
16 1 City Place Retail Center Retail Anchored
17 1 110 North Wacker Drive Office CBD
18 1 Park Place II Retail Anchored
19 1 Phillips Lighting Office Suburban
20 1 The Hinman Pool Various Various
20.01 Abbott Center Office Suburban
20.02 Glenwood Hills Corporate Center Office Suburban
20.03 Trestlebridge Office Center Office Suburban
20.04 Fifth Third Bank Building Office Suburban
20.05 77 Monroe Center Office Suburban
20.06 Bolingbrook Commons Retail Anchored
20.07 Capital Center Mixed Use Retail/Office
21 1 Taurus Pool Various Various
21.01 Shelton Technology Center Industrial Warehouse/Office
21.02 IVAX Warehouse Facility Industrial Light Industrial
21.03 CEC Entertainment Facility Office Suburban
21.04 Comcast Building Industrial Flex
21.05 Nashua Village Retail Anchored
21.06 Wal-Mart - West Point, MS Retail Anchored
22 1 Embassy Suites & Casino - San Juan, PR Hospitality Full Service
23 2 The Reserve Pool Multifamily Conventional
23.01 The Reserve at Greenwood Apartments Multifamily Conventional
23.02 The Reserve at Foxrun Apartments Multifamily Conventional
23.03 The Reserve at Walnut Ridge Apartments Multifamily Conventional
24 2 Willow Cove Apartments Multifamily Conventional
25 1 Cayman Bay Apartments Multifamily Conventional
26 1 The Lexington Apartments Multifamily Conventional
27 2 Fath - Fairfield Pointe Multifamily Conventional
28 2 San Palmilla Apartments Multifamily Conventional
29 1 Centrum North Office Medical
30 1 Marriott Courtyard - Burbank, CA Hospitality Full Service
31 1 Brook Arbor Apartments Multifamily Conventional
32 1 One City Center Office CBD
33 1 The Prescott Hotel & Postrio Restaurant Hospitality Full Service
34 1 Dadeland Centre I Office Suburban
35 1 FBI Office Building Office Suburban
36 1 Meridian Bank Tower Office CBD
37 1 Palmetto Pointe Apartments Multifamily Conventional
38 1 Rivercrest Apartments Multifamily Conventional
39 1 Airport Boulevard Pool Hospitality Various
39.01 Holiday Inn Express - Morrisville, NC Hospitality Limited Service
39.02 Hampton Inn - Morrisville, NC Hospitality Limited Service
39.03 Staybridge Inn - Morrisville, NC Hospitality Extended Stay
40 2 Palisades Apartments Multifamily Conventional
41 1 Abbott Laboratories Office Suburban
42 2 Excalibur Apartments Multifamily Conventional
43 1 Office Depot Building Office Suburban
44 1 Washington Hudson Retail Retail Anchored
45 1 Hilton - Longboat Key, FL Hospitality Full Service
46 1 Presidential Tower Multifamily Student Housing
47 2 Creekside at Northlake Multifamily Conventional
48 1 Wal-Mart Way Crossing Retail Shadow Anchored
49 2 Briarwood North Apartments Multifamily Conventional
50 1 BJ's Wholesale Club Retail Anchored
51 1 Border Patrol Facility Office Suburban
52 1 Extra Space - Bethesda, MD Self Storage Self Storage
53 2 Fath - Boulders Multifamily Conventional
54 1 Valassis Communications World Headquarters Office Suburban
55 1 Country Inn & Suites (Bloomington) Hospitality Limited Service
56 1 Pleasant Hills MHP Mobile Home Park Mobile Home Park
57 1 Hawthorne- Circuit City Retail Anchored
58 2 Madalyn Landing Multifamily Conventional
59 1 Loganville Town Center Retail Anchored
60 1 Lawrenceville Town Center Retail Anchored
61 1 San Pedro Towne Center Retail Anchored
62 1 Deer Run MHP Mobile Home Park Mobile Home Park
63 1 Cedar Manor MHP Mobile Home Park Mobile Home Park
64 1 Lowe's - Windham, ME Retail Anchored
65 1 Extra Space - Oceanside, CA Self Storage Self Storage
66 1 Emerald Suites Multifamily Conventional
67 1 Extra Space - Arnold, MD Self Storage Self Storage
68 1 Sonoma Valley Inn Hospitality Limited Service
69 1 The Orchards Apartments Multifamily Conventional
70 2 Hilton Mobile Estates Mobile Home Park Manufactured Housing
71 1 1780 Fourth Street Retail Unanchored
72 1 Maywood Village Retail Anchored
73 1 Tarzana Tower Office Suburban
74 1 Addison Place Retail Center Retail Unanchored
75 1 Atrium of Grand Valley Multifamily Independent Living
76 1 Germantown Plaza Shopping Center Retail Anchored
77 1 Extra Space - Columbia, MD Self Storage Self Storage
78 1 Century Plaza Retail Shadow Anchored
79 1 Grayson Village MHP Mobile Home Park Mobile Home Park
80 2 The Woodlands of Tyler Apartment Homes Multifamily Conventional
81 1 New Market Crossing Shopping Center Retail Anchored
82 1 1500 Building Office Suburban
83 2 Suncoast Place Apartments Multifamily Conventional
84 1 Roundy's Monroe Retail Anchored
85 1 Extra Space - Phoenix, AZ Self Storage Self Storage
86 1 Indian Creek MHP Mobile Home Park Mobile Home Park
87 1 Keystone Ridge Apartments Multifamily Conventional
88 1 Extra Space - Johnston, RI Self Storage Self Storage
89 2 Fath - Princeton Court Multifamily Conventional
90 1 Horizon Plaza Retail Anchored
91 2 Terrace Pointe Multifamily Conventional
92 2 Heritage Gardens Apts Multifamily Conventional
93 1 Brookhaven MHP Mobile Home Park Mobile Home Park
94 1 Las Colinas Village Retirement Center Multifamily Independent Living
95 1 Barry Health Center Office Medical
96 1 Mill Creek MHP Mobile Home Park Mobile Home Park
97 1 Holiday Inn Express & Suites_Tampa, FL Hospitality Limited Service
98 1 Extra Space - Falls Church, VA Self Storage Self Storage
99 2 Stanford Oaks Apartments Multifamily Conventional
100 1 Newhope Office Suburban
101 1 Extra Space - Hemet, CA Self Storage Self Storage
102 1 Oak Park & Waters Hanley Pool Retail Various
102.01 Waters Hanley Plaza Retail Anchored
102.02 Oak Park Shopping Center Retail Unanchored
103 1 Angler's Green MHP Mobile Home Park Manufactured Housing
104 1 Spanish Mission Apartments Multifamily Conventional
105 2 Lake Perris Village MHC Mobile Home Park Manufactured Housing
106 1 Newberry Farms MHP Mobile Home Park Mobile Home Park
107 2 Ocean Breeze Multifamily Conventional
108 1 Parkside Apartments Multifamily Conventional
109 1 Meadowview MHP Mobile Home Park Mobile Home Park
110 1 Walgreens - Salt Lake City, UT Retail Anchored
111 2 Sagecrest Apartments Multifamily Conventional
112 2 Regency Apartments Multifamily Conventional
113 1 Antioch Crossing Shopping Center Retail Shadow Anchored
114 1 Walgreens - Sandy, UT Retail Anchored
115 2 Fath - Canyon Creek Multifamily Conventional
116 1 Lynnhaven Square Shopping Center Retail Shadow Anchored
117 2 Manor Pointe Multifamily Conventional
118 2 Silver Eagle MHP Mobile Home Park Manufactured Housing
119 1 Fairfield Inn & Suites - Winston Salem, NC Hospitality Limited Service
120 2 Sun Terrace Multifamily Conventional
121 1 Extra Space - Chicago (South Wabash Avenue), IL Self Storage Self Storage
122 1 Extra Space - Fort Myers, FL Self Storage Self Storage
123 2 View Pointe Multifamily Conventional
124 2 Sierra Park Apartments Multifamily Conventional
125 1 Willow View Office Building Office Suburban
126 1 Holiday Inn Express - Richmond, VA Hospitality Limited Service
127 1 City Center Retail Retail Anchored
128 1 Extra Space - Sacramento, CA Self Storage Self Storage
129 1 Walgreens - Waldorf, MD Retail Anchored
130 1 West Park Place Building III Retail Unanchored
131 1 Smokey Point Plaza Retail Shadow Anchored
132 1 Extra Space - Towson, MD Self Storage Self Storage
133 2 Hunter's Court Multifamily Conventional
134 1 Jewel (Dixon) Retail Anchored
135 1 Fairfield Inn & Suites - Charlottesville, VA Hospitality Limited Service
136 1 Extra Space - West Palm Beach, FL Self Storage Self Storage
137 1 Harrington Place Office Suburban
138 2 Summer View Multifamily Conventional
139 2 White Sands Multifamily Conventional
140 1 CVS - Baton Rouge Retail Anchored
141 2 Fath - Gateway Multifamily Conventional
142 1 CVS - Independence, MO Retail Anchored
143 1 Vallecitos Commerce Center Retail Unanchored
144 1 Newberry Estates MHP Mobile Home Park Mobile Home Park
145 1 CVS - Chicago, IL Retail Anchored
146 1 Value Self Storage - Sarasota, FL (Honore) Self Storage Self Storage
147 1 Eckerd - Spartanburg, SC Retail Unanchored
148 1 Extra Space - Watsonville, CA Self Storage Self Storage
149 1 Walgreens - Midvale, UT Retail Anchored
150 1 Walgreens - Fayetteville, AR Retail Anchored
151 1 Walgreens - Chester, VA Retail Anchored
152 1 331 South Rio Grande Street Office CBD
153 1 Walgreens - New Bern, NC Retail Anchored
154 1 Extra Space - Chicago (West Addison Street), IL Self Storage Self Storage
155 1 CVS - Lago Vista, TX Retail Anchored
156 1 Holiday Inn Express - Durham, NC Hospitality Limited Service
157 1 Eckerd - Travelers Rest, SC Retail Unanchored
158 1 INS Building - South Portland, ME Office Suburban
159 2 Port of Call MHP Mobile Home Park Manufactured Housing
160 1 Walgreens - Louisville, KY Retail Anchored
161 1 Walgreens - Staten Island, NY Retail Anchored
162 2 Evergreen Multifamily Conventional
163 2 Fath - Viewpoint Multifamily Conventional
164 1 Extra Space - Louisville, KY Self Storage Self Storage
165 1 Tempe Towne Plaza Retail Anchored
166 1 Hampton Inn - Cornelius, NC Hospitality Limited Service
167 1 Extra Space - Chicago (West Harrison Street), IL Self Storage Self Storage
168 1 Extra Space - Columbus, OH Self Storage Self Storage
169 1 Northwood Manor MHP Mobile Home Park Mobile Home Park
170 2 Suncrest Multifamily Conventional
171 2 Wellington Place Apartments Multifamily Conventional
172 1 Value Self Storage - Sarasota, FL (University Square) Self Storage Self Storage
173 2 Quebec House Apartments Multifamily Conventional
174 1 Eckerd - Hayes, VA Retail Unanchored
175 2 High Park Apartments Multifamily Conventional
176 2 Villa De La Rosa Multifamily Conventional
177 1 Best Buy - Tupelo, MS Retail Anchored
178 1 Extra Space - Cordova, TN Self Storage Self Storage
179 2 Fath - Woodbridge Multifamily Conventional
180 1 Ashford Hills Apartments Multifamily Conventional
181 1 975 Morris Park Avenue Mixed Use Office/Retail
182 2 The Meadows Apartments Multifamily Conventional
183 1 Walgreens - Wilson, NC Retail Anchored
184 2 Northridge Palm Apartments Multifamily Conventional
185 2 New Peachtree Apartments Multifamily Conventional
186 1 Spring Meadows at Valley Forge Mobile Home Park Manufactured Housing
187 2 Sunrise Apartments Multifamily Conventional
188 1 Value Self Storage - Holiday, FL Self Storage Self Storage
189 1 Citadel International Office Suburban
190 2 Parkglen Apartments Multifamily Conventional
191 2 Cedar Pointe Multifamily Conventional
192 1 Walgreens-Pulaski Retail Anchored
193 1 Extra Space - Mount Clemens, MI Self Storage Self Storage
194 2 Courtyard Apartments Multifamily Conventional
195 1 Madison Square Retail Unanchored
196 1 Kimball Crossing Shopping Center Retail Unanchored
197 1 Office Depot - Oklahoma City, OK Retail Anchored
198 1 Alpine Self Storage - Eagle, CO Self Storage Self Storage
199 1 Town Center Retail Unanchored
200 1 Stor-All - Duluth, GA Self Storage Self Storage
201 1 Advance Auto Parts - Cincinnati, OH Retail Unanchored
202 2 Casa Brae Multifamily Conventional
203 1 Value Self Storage - Venice, FL Self Storage Self Storage
204 1 CVS - Whiteville, NC Retail Anchored
205 2 Royal Palms Multifamily Conventional
206 1 CVS - Cleveland, TX Retail Anchored
207 1 Extra Space - Grandville, MI Self Storage Self Storage
208 2 Highland Meadows (Fayette) Multifamily Conventional
209 2 Sunridge Apartments Multifamily Conventional
210 1 Rite Aid - St. Marys, OH Retail Anchored
211 2 Highland Meadows (Meridian) Multifamily Conventional
212 1 Tractor Supply - Woodstock, VA Retail Unanchored
213 2 China Gate Multifamily Conventional
214 2 Highland Spring (Vallejo) Multifamily Conventional
215 2 South View Apartments Multifamily Conventional
216 1 Extra Space - Kent, OH Self Storage Self Storage
217 1 Addison Place Bank Out Parcel Land Retail
218 2 South View (Broadway) Multifamily Conventional
219 1 Tractor Supply - Glasgow, KY Retail Unanchored
220 2 South View (Main) Multifamily Conventional
221 2 York Pointe Multifamily Conventional
222 1 U Stow N Go - Clearwater, FL Self Storage Self Storage
223 2 Forest View Apartments Multifamily Conventional
224 1 Park Glen Market Place Retail Unanchored
225 2 Highland Springs (Lincoln Park) Multifamily Conventional
226 1 Tractor Supply - Paducah, KY Retail Unanchored
227 1 Extra Space - Grandview, MO Self Storage Self Storage
228 2 Rio Grande Multifamily Conventional
229 2 Santa Fe Apartments Multifamily Conventional
230 2 Village Square Multifamily Conventional
231 2 South View (Avalon) Multifamily Conventional
232 2 Highland Meadows 43, 44 Multifamily Conventional
233 2 Woodglen Apartments Multifamily Conventional
Annual Initial Deposit
Mortgage Monthly Monthly Deposit to to Capital
Loan Tax Insurance Replacement Improvements
Number Escrow Escrow Reserves Reserve
- -------------------------------------------------------------------------------------------------------------------------------------
1 239,684 28,379 95,021
2 520,561 56,111
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
3
4 126,026 778,838
4.01 100,913
4.02 8,125
4.03
4.04 133,875
4.05
4.06 9,750
4.07
4.08 15,625
4.09 100,075
4.10
4.11 60,750
4.12 48,000
4.13 202,500
4.14
4.15 21,938
4.16
4.17
4.18 30,850
4.19 46,438
4.20
5 157,690 35,266 221,563
6 234,456 40,637
7 194,662 2,409,434
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 127,202 9,959 50,501 76,875
9 149,071 22,525 125,000
10 110,929 112,228
11 46,494 4,690 31,058 5,250
12
13 57,030 4% of Prior Calendar Month's Gross Revenues Annualized
14 37,578 100,250
15 134,789 880,040
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16 50,372 22,222
17
18 14,445 13,303 13,019
19
20 101,490 8,689 100,022 1,403,063
20.01
20.02
20.03
20.04
20.05
20.06
20.07
21 19,655 4,687 57,957 49,981
21.01
21.02 14,750
21.03
21.04 35,231
21.05
21.06
22 15,148 46,010 4% of Total Revenue (2)
23 43,086 15,632 237342.96 (3) (78,460)
23.01
23.02
23.03
24 25,250 5,843 152,880 138,000
25 23,040 7,968 120,000 5,625
26 57,480 11,068 169,380
27 36,396 4,855 165,000
28 23,311 76,632
29 15,502 2,322 26,497 12,563
30 17,303 4% of Prior Calendar Month's Gross Revenues Annualized
31 20,753 4,577 60,400
32 55,999 4,018 56,250
33
34 32,608 19,560
35 17,500 10,077 8,969
36 41,260 1 42,086
37 10,150
38 27,262 11,911 57,000
39 12,013 320,597
39.01
39.02
39.03
40 68,500
41 13,134
42 10,423 2,292 42,000
43
44 17,754 1,463
45 19,137 256041 (4) (60,000)
46
47 22,749 2,167 45,600
48 7,350 2,839
49 11,013 3,942 80,500 400,000
50 23,912
51 11,696 7,720 3,750
52 12,579 1,446 46,068 24,825
53 23,852 2,194 87,000 11,250
54
55 7,462 3,336 115,000
56 6,738 391 8,850 26,375
57 335 5,079
58 18,765 5,710 76,000
59 6,907
60 11,922 33660 (5) (23,438)
61 9,019 1,683 15,144
62 6,220 470 6,250
63 10,672 665 7,875 29,188
64
65 8,177 4,944 20,580
66 6,902 2,852 57,600
67 7,213 711 20,628 8,250
68 12,083 2,123 90,000
69 605 21,600
70 3,454 1,231 11,000
71 5,108 1,052 10,000
72 4,310 713
73 8,376
74 5,481
75 2,719 36,000
76 14,066 929 4,864
77 8,329 664 27,528 48,066
78 11,133 1,246 2,340
79 5,409 389 3,900
80 10,492 3,789 63,996 41,125
81 11,080
82 21,073
83 25,250 6,563
84 6,371 1,161 7,165
85 7,525 726 37,992 17,500
86 6,156 557 4,850 9,188
87 9,281 1,027 23,010
88 9,237 753 11,748 17,500
89 12,889 1,548 65,000 43,750
90 9,971 581 11,014
91 3,931 1,049 30,750 7,500
92 4,858 1,858 27,000 107,875
93 6,609 373 4,275
94 2,901
95 6,266 1,111 2,722
96 5,498 279 4,325
97 7,542 5,142 99,101 5,856
98 5,717 463 7,908 32,000
99 6,706 3,245 60,600 150,000
100 3,655 3,438 8,400
101 2,135 1,356 11,796
102 9,568 15,315 82,500
102.01
102.02
103 11,083 804
104 3,343 3,900 37,500
105 3,103 1,423 10,313
106 7,219 373 4,350 16,875
107 2,765 513 17,500
108 2,615 25,000 1,563
109 3,656 218 3,475
110
111 7,988 3,114 51,500 274,750
112 607 1,265 17,250
113 2,728 1,296 2,184
114
115 12,325 1,333 61,000 6,250
116 4,298 548
117 2,054 381 14,500 19,781
118 3,236 1,654
119 4,379 100,916
120 2,346 1,241 15,000
121 12,331 733 25,068 3,125
122 3,057 1,032 11,160 9,375
123 1,844 645 11,500 625
124 3,311 27,500 237,500
125 1,602 549 4,084
126 4,077 102,666
127 7,902 1,044
128 3,984 1,611 20,580 87,688
129
130 2,537 770 2,035
131 3,178 596 3,612
132 4,871 775 12,744 750
133 9,250 3,038 46,000 5,625
134 0.00 0.00
135 2,560 78,551
136 4,618 1,204 42,480 26,875
137
138 2,708 607 30,750 25,500
139 2,338 817 22,000 28,188
140 0.00 0.00
141 9,601 947 35,500 5,000
142
143 1,879 625 3,903
144 1,895 373 2,650 6,875
145
146 3,349 1,923
147
148 1,951 1,052 9,660 10,375
149
150
151
152 2,507 1,124 10,656 4,375
153
154 7,984 773 47,868 43,750
155
156 2,583 66,786
157
158 3,862 297 6,530 1,250
159 3,792 391
160
161
162 2,000 268 8,750 1,250
163 9,136 996 45,000
164 1,846 491 26,328 36,875
165 3,304 1,260
166 2,474 85,548
167 7,831 534 9,828
168 3,852 811 33,168 23,125
169 4,063 176 2,575
170 1,495 338 10,000
171 3,684 1,065 12,750
172 6,768 1,605
173 5,528 2,314 23,750 40,000
174
175 4,896 1,310 19,200 43,750
176 1,723 536 15,000 4,375
177
178 5,353 601 10,908 6,250
179 8,152 739 27,250
180 2,920 1,774 13,000 11,250
181 2,990 3,000
182 1,317 441 6,500
183
184 1,823 312 9,000 14,750
185 4,679 2,340 20,000 12,500
186 752 314
187 1,387 325 8,250 1,875
188 3,098 2,334 30,000
189
190 1,510 277 9,000 10,875
191 1,210 287 7,750 1,000
192
193 2,028 406 39,384 6,250
194 1,193 344 9,000 3,438
195 1,324 3,384
196 2,026 167 1,897
197 2,059 937
198 3,931 893 7,023
199 3,283 639 1,425
200
201 1,835 672
202 935 301 7,000 8,844
203 3,693 2,142
204
205 1,076 241 7,000 4,125
206 1,854
207 2,511 488 8,952 8,125
208 1,017 180 3,750 625
209 1,132 278 6,000 4,250
210
211 980 180 4,000 4,000
212
213 1,176 179 4,500 3,813
214 1,054 170 3,750 3,125
215 941 235 4,750 4,375
216 3,460 428 15,996 13,125
217 1,511
218 783 190 4,500 7,000
219
220 940 185 4,000 4,000
221 697 131 4,000
222 2,158 792 5,697
223 591 211 3,250 3,094
224 1,908
225 806 151 3,000 625
226
227 3,911 473 9,264 14,813
228 857 162 4,000 4,750
229 691 148 4,000 3,500
230 698 159 4,500 1,281
231 775 136 3,000
232 446 112 2,000 2,500
233 451 107 2,750 1,250
Mortgage Initial Ongoing
Loan TI/LC TI/LC
Number Escrow Footnote
- ----------------------------------------
1
2 (1)
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
3
4
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
5 5,000,000 (1)
6 1,892,272
7
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.20
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
8 1,267,500 (1)
9 773,965
10 50,000 (1)
11 1,000,000 (1)
12
13
14 1,000,000 (1)
15
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
15.21
15.22
16
17
18
19
20 1,200,000 (1)
20.01
20.02
20.03
20.04
20.05
20.06
20.07
21
21.01
21.02
21.03
21.04
21.05
21.06
22
23
23.01
23.02
23.03
24
25
26
27
28
29 (1)
30
31
32
33
34 (1)
35
36 (1)
37
38
39
39.01
39.02
39.03
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57 (1)
58
59
60 300,000
61 644,962 (1)
62
63
64
65
66
67
68
69
70
71
72 100,000 (1)
73
74
75
76 (1)
77
78
79
80
81
82
83
84 (1)
85
86
87
88
89
90 (1)
91
92
93
94
95 (1)
96
97
98
99
100 (1)
101
102 100,000 (1)
102.01
102.02
103
104
105
106
107
108
109
110
111
112
113 (1)
114
115
116
117
118
119
120
121
122
123
124
125 (1)
126
127
128
129
130 (1)
131 60,500 (1)
132
133
134
135
136
137
138
139
140
141
142
143 100,000 (1)
144
145
146
147
148
149
150
151
152 100,000
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181 (1)
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196 (1)
197
198
199 30,000 (1)
200
201
202
203
204
205
206 (1)
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224 (1)
225
226
227
228
229
230
231
232
233
(1) In addition to any such escrows funded at loan closing for potential TI/LC,
these Mortgage Loans require funds to be escrowed during some or all of the loan
term for TI/LC expenses, which may be incurred during the loan term. In certain
instances, escrowed funds may be released to the borrower upon satisfaction of
certain leasing conditions.
(2) Represents a future escrow commencing in October of 2006.
(3) Represents a future escrow commencing in November of 2007.
(4) Through 3/11/06, thereafter, 1/12 of 4% prior year's Gross Revenues.
(5) This reserve will escrow at $33,660 annualy for the first 48 payments.
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WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C21
ANNEX A-4 COMMERCIAL TENANT SCHEDULE
---------
LOAN
MORTGAGE GROUP GENERAL SPECIFIC
LOAN NUMBER NUMBER PROPERTY NAME PROPERTY TYPE PROPERTY TYPE
- ------------------------------------------------------------------------------------------------------------------------------------
1 1 85 Tenth Avenue Office CBD
2 1 NGP Rubicon GSA Pool Various Various
2.01 Rubicon NGP - Burlington, NJ Industrial Warehouse
2.02 Rubicon NGP - Sacramento, CA Office CBD
2.03 Rubicon NGP - Suffolk, VA Office Suburban
2.04 Rubicon NGP - Washington, DC Office CBD
2.05 Rubicon NGP - Kansas City, KS Office CBD
2.06 Rubicon NGP - San Diego, CA Office Suburban
2.07 Rubicon NGP - Concord, MA Office Suburban
2.08 Rubicon NGP - Philadelphia, PA Office CBD
2.09 Rubicon NGP - Huntsville, AL Office Suburban
2.10 Rubicon NGP - Houston, TX Office Suburban
2.11 Rubicon NGP - Providence, RI Office Suburban
2.12 Rubicon NGP - Aurora, CO Office Suburban
2.13 Rubicon NGP - Lakewood, CO Office Suburban
2.14 Rubicon NGP - Norfolk, VA Office Suburban
3 1 1000 & 1100 Wilson Office Suburban
4 1 Abbey Pool Various Various
4.01 Transpark Office Complex Office Suburban
4.02 Colton Courtyard Retail Anchored
4.03 Sierra Gateway Business Center Office Suburban
4.04 10th Street Commerce Center Retail Anchored
4.05 Transpark Industrial Complex Industrial Flex
4.06 Palmdale Place Commerce Center Retail Anchored
4.07 Fresno Industrial Center Industrial Warehouse
4.08 Nevada Street Plaza Mixed Use Office/Flex
4.09 Tozai Plaza Mixed Use Retail/Office
4.10 Upland Commerce Center Retail Unanchored
4.11 Rancho Carmel Commerce Center Retail Unanchored
4.12 Braden Court Office Suburban
4.13 Airpark Plaza Mixed Use Office/Industrial
4.14 30th Street Commerce Center Retail Unanchored
4.15 Atlantic Plaza Retail Unanchored
4.16 Diamond Bar Commerce Center Retail Unanchored
4.17 Goodrich Office Park Office Suburban
4.18 Garden Grove Town Center Retail Shadow Anchored
4.19 Anaheim Stadium Industrial Park Industrial Warehouse
4.20 25th Street Commerce Center Retail Unanchored
5 1 Metropolitan Square Office CBD
6 1 San Felipe Plaza Office Suburban
8 1 180 Madison Avenue Office CBD
9 1 2500 City West Office Suburban
10 1 Bryan Tower Office CBD
11 1 6116 Executive Boulevard Office Suburban
12 1 Crossings at Corona - Phase III Retail Anchored
14 1 1370 Broadway Office CBD
16 1 City Place Retail Center Retail Anchored
17 1 110 North Wacker Drive Office CBD
18 1 Park Place II Retail Anchored
19 1 Phillips Lighting Office Suburban
20 1 The Hinman Pool Various Various
20.01 Abbott Center Office Suburban
20.02 Glenwood Hills Corporate Center Office Suburban
20.03 Trestlebridge Office Center Office Suburban
20.04 Fifth Third Bank Building Office Suburban
20.05 77 Monroe Center Office Suburban
20.06 Bolingbrook Commons Retail Anchored
20.07 Capital Center Mixed Use Retail/Office
21 1 Taurus Pool Various Various
21.01 Shelton Technology Center Industrial Warehouse/Office
21.02 IVAX Warehouse Facility Industrial Light Industrial
21.03 CEC Entertainment Facility Office Suburban
21.04 Comcast Building Industrial Flex
21.05 Nashua Village Retail Anchored
21.06 Wal-Mart - West Point, MS Retail Anchored
29 1 Centrum North Office Medical
32 1 One City Center Office CBD
34 1 Dadeland Centre I Office Suburban
35 1 FBI Office Building Office Suburban
36 1 Meridian Bank Tower Office CBD
41 1 Abbott Laboratories Office Suburban
43 1 Office Depot Building Office Suburban
44 1 Washington Hudson Retail Retail Anchored
48 1 Wal-Mart Way Crossing Retail Shadow Anchored
50 1 BJ's Wholesale Club Retail Anchored
51 1 Border Patrol Facility Office Suburban
54 1 Valassis Communications World Headquarters Office Suburban
57 1 Hawthorne- Circuit City Retail Anchored
59 1 Loganville Town Center Retail Anchored
60 1 Lawrenceville Town Center Retail Anchored
61 1 San Pedro Towne Center Retail Anchored
64 1 Lowe's - Windham, ME Retail Anchored
71 1 1780 Fourth Street Retail Unanchored
72 1 Maywood Village Retail Anchored
73 1 Tarzana Tower Office Suburban
74 1 Addison Place Retail Center Retail Unanchored
76 1 Germantown Plaza Shopping Center Retail Anchored
78 1 Century Plaza Retail Shadow Anchored
81 1 New Market Crossing Shopping Center Retail Anchored
82 1 1500 Building Office Suburban
84 1 Roundy's Monroe Retail Anchored
90 1 Horizon Plaza Retail Anchored
95 1 Barry Health Center Office Medical
100 1 Newhope Office Suburban
102 1 Oak Park & Waters Hanley Pool Retail Various
102.01 Waters Hanley Plaza Retail Anchored
102.02 Oak Park Shopping Center Retail Unanchored
110 1 Walgreens - Salt Lake City, UT Retail Anchored
113 1 Antioch Crossing Shopping Center Retail Shadow Anchored
114 1 Walgreens - Sandy, UT Retail Anchored
116 1 Lynnhaven Square Shopping Center Retail Shadow Anchored
125 1 Willow View Office Building Office Suburban
127 1 City Center Retail Retail Anchored
129 1 Walgreens - Waldorf, MD Retail Anchored
130 1 West Park Place Building III Retail Unanchored
131 1 Smokey Point Plaza Retail Shadow Anchored
134 1 Jewel (Dixon) Retail Anchored
137 1 Harrington Place Office Suburban
140 1 CVS - Baton Rouge Retail Anchored
142 1 CVS - Independence, MO Retail Anchored
143 1 Vallecitos Commerce Center Retail Unanchored
145 1 CVS - Chicago, IL Retail Anchored
147 1 Eckerd - Spartanburg, SC Retail Unanchored
149 1 Walgreens - Midvale, UT Retail Anchored
150 1 Walgreens - Fayetteville, AR Retail Anchored
151 1 Walgreens - Chester, VA Retail Anchored
152 1 331 South Rio Grande Street Office CBD
153 1 Walgreens - New Bern, NC Retail Anchored
155 1 CVS - Lago Vista, TX Retail Anchored
157 1 Eckerd - Travelers Rest, SC Retail Unanchored
158 1 INS Building - South Portland, ME Office Suburban
160 1 Walgreens - Louisville, KY Retail Anchored
161 1 Walgreens - Staten Island, NY Retail Anchored
165 1 Tempe Towne Plaza Retail Anchored
174 1 Eckerd - Hayes, VA Retail Unanchored
177 1 Best Buy - Tupelo, MS Retail Anchored
181 1 975 Morris Park Avenue Mixed Use Office/Retail
183 1 Walgreens - Wilson, NC Retail Anchored
189 1 Citadel International Office Suburban
192 1 Walgreens-Pulaski Retail Anchored
195 1 Madison Square Retail Unanchored
196 1 Kimball Crossing Shopping Center Retail Unanchored
197 1 Office Depot - Oklahoma City, OK Retail Anchored
199 1 Town Center Retail Unanchored
201 1 Advance Auto Parts - Cincinnati, OH Retail Unanchored
204 1 CVS - Whiteville, NC Retail Anchored
206 1 CVS - Cleveland, TX Retail Anchored
210 1 Rite Aid - St. Marys, OH Retail Anchored
212 1 Tractor Supply - Woodstock, VA Retail Unanchored
219 1 Tractor Supply - Glasgow, KY Retail Unanchored
224 1 Park Glen Market Place Retail Unanchored
226 1 Tractor Supply - Paducah, KY Retail Unanchored
MORTGAGE CUT-OFF DATE NUMBER OF UNIT OF
LOAN NUMBER LOAN BALANCE ($) UNITS (UNITS) MEASURE LARGEST TENANT
- ------------------------------------------------------------------------------------------------------------------------------------
1 200,000,000.00 597,953 Sq. Ft. GSA
2 194,500,000.00 2,990,570 Sq. Ft. Various
2.01 1,048,631 Sq. Ft. United States of America (Federal Supply Service)
2.02 326,306 Sq. Ft. United States of America (Army Corps of Engineers)
2.03 351,075 Sq. Ft. United States of America (Joint Forces Command)
2.04 146,365 Sq. Ft. United States of America (Federal Election Commission)
2.05 182,554 Sq. Ft. United States of America (Environmental Protection Agency)
2.06 131,891 Sq. Ft. United States of America (Dept of Veterans Affairs)
2.07 97,256 Sq. Ft. United States of America (Army Corps of Engineers)
2.08 88,717 Sq. Ft. United States of America (INS)
2.09 118,040 Sq. Ft. United States of America (Army Corps of Engineers)
2.10 138,020 Sq. Ft. United States of America (Drug Enforcement Agency)
2.11 130,600 Sq. Ft. United States of America (GSA)
2.12 103,000 Sq. Ft. United States of America (Tricare Management Activities)
2.13 74,285 Sq. Ft. United States of America (Dept. of the Interior)
2.14 53,830 Sq. Ft. United States of America (FBI)
3 182,500,000.00 1,069,563 Sq. Ft. General Services Administration
4 142,625,000.00 1,715,219 Sq. Ft. Various
4.01 208,975 Sq. Ft. Loveland Baptist Church
4.02 122,082 Sq. Ft. Payless Drug Store Nw DBA Rite Aid Corporation
4.03 131,917 Sq. Ft. County of Los Angeles DBA Dept Children & Famly Srvcs
4.04 96,567 Sq. Ft. Cheryl C. Hghs & Willm F. H DBA The Whole Wheatery
4.05 218,261 Sq. Ft. Maiselle's Furniture Outlet
4.06 85,152 Sq. Ft. Thrifty Corp.
4.07 265,085 Sq. Ft. Sony Music Entertnmnt, Inc.
4.08 126,292 Sq. Ft. Cycle Craft, Inc.
4.09 39,349 Sq. Ft. Strawberry Park Ltd DBA Marie Callenders
4.10 47,545 Sq. Ft. Richard Gross Ent.
4.11 26,978 Sq. Ft. John & Arleen Enterprise DBA ABC Children's Center
4.12 29,987 Sq. Ft. County Orange - SSA/C.A.S.T
4.13 86,334 Sq. Ft. Harrigan Cole Vocatnal Ent. DBA Cole Vocational Services
4.14 33,022 Sq. Ft. Padveen,Cappi and Wienr Chr DBA Scott Chiropractic
4.15 31,281 Sq. Ft. Tarzana Treatmnt Cntr, Inc.
4.16 20,528 Sq. Ft. Diamond Bar Montessor Acdmy DBA Diamond Bar Montessor Acdmy
4.17 26,200 Sq. Ft. ENKI Health & Resrch Systms DBA ENKI Health & Resrch Systms
4.18 12,560 Sq. Ft. Regina Hopper
4.19 89,616 Sq. Ft. Lunada Bay Corporation
4.20 17,488 Sq. Ft. Education Mngmt Systems DBA Opportunity for Learning
5 125,500,000.00 987,300 Sq. Ft. Bryan Cave, LLP
6 101,500,000.00 959,466 Sq. Ft. Pride International
8 75,000,000.00 252,503 Sq. Ft. Vandale Industries, Inc.
9 70,000,000.00 574,216 Sq. Ft. Aspen Technology
10 69,000,000.00 1,122,280 Sq. Ft. Baylor
11 65,188,000.00 207,055 Sq. Ft. National Institute of Health
12 62,000,000.00 224,509 Sq. Ft. Edwards Cinemas
14 60,000,000.00 250,517 Sq. Ft. Rosenthal & Rosenthal, Inc.
16 51,000,000.00 342,068 Sq. Ft. Wal-Mart
17 48,000,000.00 226,750 Sq. Ft. General Growth Management, Inc.
18 44,687,500.00 253,674 Sq. Ft. Kohls
19 41,000,000.00 199,900 Sq. Ft. Philips Holding USA Inc.
20 39,000,000.00 702,671 Sq. Ft. Various
20.01 111,175 Sq. Ft. Michigan Department of Treasury
20.02 83,533 Sq. Ft. Meridian Automotive Systems
20.03 90,454 Sq. Ft. Skansa USA Building, Inc.
20.04 112,254 Sq. Ft. Archway
20.05 91,932 Sq. Ft. Standard Federal Bank
20.06 178,663 Sq. Ft. Century Tile
20.07 34,660 Sq. Ft. Cereal City Pediatrics
21 38,640,000.00 579,576 Sq. Ft. Various
21.01 113,101 Sq. Ft. Emhart Technologies, Inc.
21.02 236,740 Sq. Ft. IVAX Pharmaceuticals, Inc.
21.03 76,500 Sq. Ft. CEC Entertainment Concepts, LP
21.04 60,000 Sq. Ft. Comcast of Massachussetts 1, Inc.
21.05 35,250 Sq. Ft. TJX Companies, Inc.
21.06 57,985 Sq. Ft. Wal-Mart
29 27,000,000.00 176,862 Sq. Ft. CalOptima
32 24,000,000.00 210,037 Sq. Ft. Preti, Flaherty, Beliveau
34 23,000,000.00 130,373 Sq. Ft. Hinshaw Culbertson
35 18,800,000.00 86,199 Sq. Ft. Federal Bureau of Investigation
36 18,550,000.00 280,572 Sq. Ft. Arizona Department of Water Resources
41 15,243,750.00 131,341 Sq. Ft. Abbott Laboratories
43 15,000,000.00 137,066 Sq. Ft. Office Depot
44 15,000,000.00 48,234 Sq. Ft. NYSC (TCI Hoboken, Inc.)
48 13,535,000.00 80,160 Sq. Ft. Wild Wings Cafe
50 13,000,000.00 112,992 Sq. Ft. BJ's Wholesale Club
51 12,971,956.62 48,250 Sq. Ft. United States Government
54 12,100,000.00 100,597 Sq. Ft. Valassis Communications, Inc.
57 11,200,000.00 33,862 Sq. Ft. Circuit City
59 10,794,886.88 77,661 Sq. Ft. Publix
60 10,787,727.10 187,276 Sq. Ft. Kroger
61 10,200,000.00 101,878 Sq. Ft. Kaplan, Inc
64 9,702,000.00 169,793 Sq. Ft. Lowe's
71 9,000,000.00 28,213 Sq. Ft. The Pasta Shop
72 9,000,000.00 48,324 Sq. Ft. Kragen Auto Parts
73 9,000,000.00 80,103 Sq. Ft. Infinity Air, Inc
74 8,989,560.60 28,259 Sq. Ft. Gotham City
76 8,540,902.07 63,738 Sq. Ft. Michaels
78 8,316,566.91 23,442 Sq. Ft. Washington Mutual
81 8,000,000.00 110,800 Sq. Ft. Lowes Foods
82 7,991,110.94 97,856 Sq. Ft. Keiser College
84 7,791,462.46 71,636 Sq. Ft. Roundy's
90 6,973,601.71 73,425 Sq. Ft. Gordman's
95 6,420,952.83 27,217 Sq. Ft. Sinai Hospital of Detroit
100 5,500,000.00 56,420 Sq. Ft. CAM Commerce Solutions, Inc.
102 5,150,000.00 104,443 Sq. Ft. Various
102.01 65,950 Sq. Ft. Save-A-Lot
102.02 38,493 Sq. Ft. Shapes Total Fitness
110 4,809,000.00 14,293 Sq. Ft. Walgreens
113 4,744,850.75 21,770 Sq. Ft. Payless Shoes
114 4,735,000.00 14,470 Sq. Ft. Walgreens
116 4,615,000.00 22,933 Sq. Ft. Blockbuster
125 4,300,000.00 20,418 Sq. Ft. RBF Consulting
127 4,202,739.77 19,231 Sq. Ft. CVS
129 4,200,000.00 14,490 Sq. Ft. Walgreens
130 4,187,615.10 20,350 Sq. Ft. Blockbuster
131 4,185,000.00 24,080 Sq. Ft. Hollywood Entertainment, Corp.
134 4,100,000.00 47,117 Sq. Ft. Jewel Food Stores, Inc.
137 3,943,446.10 86,718 Sq. Ft. FutureWei Technologies
140 3,791,716.99 13,813 Sq. Ft. CVS
142 3,629,335.55 13,824 Sq. Ft. CVS
143 3,600,000.00 26,019 Sq. Ft. Leisure World
145 3,496,219.23 10,500 Sq. Ft. CVS
147 3,406,000.00 13,824 Sq. Ft. Eckerd
149 3,373,000.00 14,749 Sq. Ft. Walgreens
150 3,350,000.00 15,120 Sq. Ft. Walgreens
151 3,300,000.00 14,820 Sq. Ft. Walgreens
152 3,289,400.88 46,331 Sq. Ft. Regency Royale
153 3,240,270.08 14,259 Sq. Ft. Walgreens
155 3,151,000.00 13,813 Sq. Ft. CVS
157 3,137,000.00 13,813 Sq. Ft. Eckerd
158 3,110,830.82 21,066 Sq. Ft. INS Realty LLC
160 3,100,000.00 14,560 Sq. Ft. Walgreens
161 3,096,574.84 13,650 Sq. Ft. Walgreens
165 2,996,520.20 26,256 Sq. Ft. Kinko's
174 2,773,000.00 13,813 Sq. Ft. Eckerd
177 2,707,000.00 20,000 Sq. Ft. Best Buy
181 2,597,067.43 13,000 Sq. Ft. New York Public Library
183 2,529,106.52 14,490 Sq. Ft. Walgreens
189 2,285,346.14 129,703 Sq. Ft. FAA-FSDO
192 2,150,000.00 13,650 Sq. Ft. Walgreen's
195 2,055,000.00 28,200 Sq. Ft. Family Dollar (sublessee)
196 2,047,679.11 12,640 Sq. Ft. Muse Hair Salon
197 2,000,000.00 19,417 Sq. Ft. Office Depot
199 1,969,158.67 5,280 Sq. Ft. Home Quest
201 1,800,000.00 6,720 Sq. Ft. Advance Auto Parts
204 1,736,000.00 10,055 Sq. Ft. CVS
206 1,720,000.00 10,906 Sq. Ft. CVS
210 1,687,000.00 14,335 Sq. Ft. Rite Aid
212 1,658,000.00 22,670 Sq. Ft. Tractor Supply
219 1,388,000.00 21,688 Sq. Ft. Tractor Supply
224 1,298,619.38 9,540 Sq. Ft. Curves for Women
226 1,187,000.00 21,688 Sq. Ft. Tractor Supply
LARGEST LARGEST
MORTGAGE TENANT TENANT
LOAN NUMBER % OF NRA EXP. DATE 2ND LARGEST TENANT NAME
- ------------------------------------------------------------------------------------------------------------------------------------
1 37.63% Multiple Spaces Level 3 Communications
2 Various Various Various
2.01 100.00% 12/13/10
2.02 70.37% 10/31/10 State of California (Department of Justice)
2.03 100.00% 05/09/13
2.04 62.57% 09/30/07 United States of America (Bureau of Public Debt)
2.05 100.00% 06/14/09
2.06 90.64% 11/05/13 Ocean System Engineering Corporation
2.07 100.00% 03/11/18
2.08 100.00% 04/03/08
2.09 100.00% 10/06/14
2.10 96.36% 04/30/12 Texas Premier Bank
2.11 100.00% 03/31/08
2.12 100.00% 05/19/13
2.13 71.58% 01/31/06 Global Payments
2.14 100.00% 08/31/09
3 17.94% Multiple Spaces Northrop Grumman
4 Various Various Various
4.01 33.66% 12/31/11 U.S. Governmnt-Gen Svc Admn
4.02 19.39% 07/31/14 Beverly Fabrics Inc.
4.03 37.52% 02/28/15 International Church 4 Sqre DBA Antelope Vally Fr Sqr Chrch
4.04 10.15% 11/30/10 Edwards Federal Credit Un
4.05 17.30% 10/04/09 Eubanks Engineering Co.
4.06 22.45% 05/31/06 The Salvation Army
4.07 75.48% 07/31/07 APX Express, Inc.
4.08 7.08% 05/31/07 Lupe & Timothy Arroyo DBA Apostolic
4.09 11.44% 01/14/07 Tony Bach & Kim My Lu
4.10 33.19% 06/30/15 Viva Bargain Center, Inc.
4.11 17.05% 12/31/12 Allan M Trepcyk DBA Graziano's
4.12 100.00% 09/30/09
4.13 4.65% 07/31/07 Donald P. Ruud DBA Parkway Tropical Fish
4.14 12.90% 10/31/06 Chief Auto Parts, Inc.
4.15 25.38% 08/31/07 Terry Preap & Dennisa Preap DBA Quality Food Market
4.16 30.69% 11/30/08 Pakam Foods Services DBA Sizzler
4.17 100.00% 06/30/06
4.18 42.99% 05/31/15 Kwang Jin Kim & Hyang J. Ha DBA Video Giant
4.19 46.79% 08/31/07 Ceramic Tile Pour La Maison
4.20 25.16% 05/31/09 Manoj Soktalrdchp & Tia Art DBA Siam Market
5 22.51% 06/30/22 Armstrong Teasdale, LLP
6 11.57% 11/30/15 Jardine Lloyd Thompson
8 9.06% 12/01/15 International Intimates, Inc.
9 19.73% 07/31/16 Horizon Offshore
10 16.75% 08/31/10 Chase Bank
11 86.44% Multiple Spaces Funds Management
12 35.89% 11/30/19 Barnes & Noble
14 21.13% 03/31/12 Paul Davril, Inc. (Kenneth Cole)
16 39.22% 10/29/22 Nordstrom Rack
17 100.00% 10/31/19
18 34.85% 01/31/25 Marshalls
19 100.00% 12/31/21
20 Various Various Various
20.01 26.25% 12/31/05 Tomie Raines Realtors, Inc
20.02 24.53% 09/30/08 Federal Aviation Administration
20.03 11.73% 07/31/13 IRS
20.04 25.14% 12/31/06 Jacobs Engineering
20.05 32.69% 12/31/10 Clear Channel
20.06 45.64% 08/31/06 American Sales, Inc.
20.07 20.18% 11/30/14 Williams Kitchen & Bath
21 Various Various Various
21.01 41.15% 03/31/12 Random House, Inc.
21.02 100.00% 12/31/10
21.03 100.00% 05/31/15
21.04 100.00% 01/01/10
21.05 85.11% 09/30/13 PR Restaurants, LLC (Panera)
21.06 100.00% 10/22/16
29 50.99% Multiple Spaces GSA
32 20.21% 12/31/09 Medical Mutual Insurance
34 12.34% Multiple Spaces Ingham & Company
35 100.00% 05/08/20
36 26.55% 10/09/09 Warner, Angle, Roper & Hallam, P.C.
41 100.00% 08/08/17
43 100.00% 12/31/12
44 49.46% 04/30/18 CVS Pharmacy
48 7.49% 07/31/15 Polynesian Pools
50 100.00% 06/13/19
51 100.00% 08/31/20
54 100.00% 05/01/13
57 100.00% 01/31/20
59 66.21% 08/01/17 El Ranchero
60 34.17% 06/30/15 Georgia Theatre
61 30.46% 02/28/15 Dollar Tree Stores, Inc.
64 100.00% 09/28/25
71 22.18% 10/31/09 Cafe Rouge
72 18.87% 01/31/07 Western Dental
73 10.17% 09/30/10 Metrocall
74 19.77% 12/31/12 JP Crystal
76 38.00% 09/30/13 Aldi (Ground Lease)
78 21.33% 06/19/15 Wendy's
81 48.74% 09/30/25 Roses
82 96.51% 08/31/13 A Freakin Inc.
84 85.34% 04/30/24 Rental Treatment Centers
90 68.95% 03/24/14 Los Compadres
95 82.00% 12/31/17 University Orthopaedics
100 46.08% 03/06/10 WDW Inc.- Artistic Porcelain
102 Various Various Various
102.01 29.57% 09/30/13 Beall's Outlet
102.02 38.05% 12/31/12 Renal Care Group
110 100.00% 04/30/80
113 12.86% 11/30/09 LA Tan
114 100.00% 01/31/80
116 16.79% 03/31/11 ABC Store
125 44.38% 09/09/10 Suncal Corporation
127 66.98% 01/31/25 Cosi
129 100.00% 09/30/80
130 29.43% 04/03/15 The Loop Pizza Grill
131 22.43% 12/31/05 Smokey Point Pets
134 100.00% 12/12/20
137 27.35% 03/31/07 New Frontier Title Agency
140 100.00% 12/08/24
142 100.00% 09/16/22
143 52.34% 08/31/06 Decor Furniture
145 100.00% 08/12/27
147 100.00% 01/31/25
149 100.00% 03/31/80
150 100.00% 03/31/76
151 100.00% 08/30/80
152 15.70% 08/31/06 Horizon West Mgmt.
153 100.00% 05/31/80
155 100.00% 01/31/31
157 100.00% 04/19/25
158 100.00% 06/01/17
160 100.00% 06/30/79
161 100.00% 10/31/54
165 20.38% 12/31/10 Devil House
174 100.00% 10/26/24
177 100.00% 01/31/16
181 34.62% 08/31/21 Center for Family Support
183 100.00% 06/30/77
189 13.92% 09/30/07 DHS-FAM
192 100.00% 02/29/80
195 30.14% 09/30/07 The Crate
196 25.76% 07/01/10 Pet Circuit
197 100.00% 11/30/18
199 50.00% 05/31/10 Laitla Rizvi, P.L.
201 100.00% 12/31/18
204 100.00% 01/31/27
206 100.00% 03/23/17
210 100.00% 07/31/25
212 100.00% 10/03/19
219 100.00% 03/31/20
224 30.57% 06/30/10 E-Mortgage Logic, Inc.
226 100.00% 11/19/19
MORTGAGE 2ND LARGEST 2ND LARGEST
LOAN NUMBER TENANT % OF NRA TENANT EXP. DATE 3RD LARGEST TENANT NAME
- ------------------------------------------------------------------------------------------------------------------------------------
1 18.73% 12/31/17 Lehman Brothers Holdings
2 Various Various Various
2.01
2.02 17.85% 03/31/08 World of Good Tastes
2.03
2.04 26.42% 09/30/07 Hard Rock Cafe
2.05
2.06 9.36% 10/01/09
2.07
2.08
2.09
2.10 3.22% 04/30/07
2.11
2.12
2.13 10.39% 04/30/08 DRG & Associates
2.14
3 12.19% Multiple Spaces Raytheon Company
4 Various Various Various
4.01 7.92% Multiple Spaces HMC Group
4.02 14.33% 10/25/09 Berean Christian Stores
4.03 11.86% 08/31/06 Lo Jack Corporation DBA LoJack
4.04 8.82% 12/31/06 Ramiro Medrano and Jorg Mdr DBA Medrano's Mexican Restaurnt
4.05 14.94% 12/14/06 Buddy's Flooring Outlet
4.06 14.09% 12/31/06 Antelope Valley Hlth Car Sy DBA Women Infants Children
4.07 4.72% 12/31/06 Amarr Company Inc. DBA Amarr Garage Doors
4.08 5.47% 08/14/07 Richard Gross Ent. DBA Salon Success Academy
4.09 6.71% 05/31/14 Christophr Suh and Jams Lee DBA Cafe Aluminum
4.10 29.85% 11/30/15 Trav Corporation
4.11 14.83% 06/30/12 Matthew Sklamberg & Kelly DBA My Gym Childrn's Ftnss Cntr
4.12
4.13 4.57% 06/30/06 Mark Schroeder DBA Heritage Christian Church
4.14 11.87% 05/31/09 Norma E Ramos DBA Fiesta Discount Stores
4.15 13.39% 12/31/06 Carlen Enterprises Inc.
4.16 25.33% 12/04/05 Michael Rodriguez & Mrc Hld
4.17
4.18 38.22% 04/30/07 Sergio Valenzuela et al DBA La Conga Mexican Grill
4.19 20.54% 11/30/06 Elliott Aut Supply Co. Inc. DBA Factory Motor Parts
4.20 20.95% 06/30/15 Center for Orthopdcs & Rehb
5 13.67% 06/30/10 HOK Group, Inc.
6 5.16% 02/28/15 J. Walter Thompson, USA
8 8.92% Multiple Spaces The Natori Company, Inc.
9 15.50% 11/30/08 Sempra
10 8.16% 10/31/10 Chubb Insurance
11 3.06% 05/31/08 Buchbinder, Tunick & Company
12 11.15% 01/31/15 Pier 1 Imports
14 16.11% 02/28/15 Espirit US Distribution Limited
16 8.83% 08/31/12 Ross Dress for Less
17
18 11.83% 08/31/14 Borders Books
19
20 Various Various Various
20.01 12.95% 01/14/06 Malcolm Pirnie, Inc.
20.02 16.55% 09/30/10 Hilb, Rogal and Hobbs Co.
20.03 8.06% 09/30/08 Comsys
20.04 12.44% 06/30/11 Seven Worldwide, Inc.
20.05 18.65% 12/31/06 Louis Benton Steakhouse
20.06 15.25% 01/31/06 Aaron Sales and Lease Ownership
20.07 11.70% 05/31/07 David Long, DDS
21 Various Various Various
21.01 37.34% 06/30/19 Peabody Engineering Corp
21.02
21.03
21.04
21.05 14.89% 10/31/18
21.06
29 10.06% 04/30/11 Schaller Anderson of Calif
32 12.57% 12/31/14 Lincoln Life Insurance Co
34 7.06% Multiple Spaces Flick Mortgage
35
36 8.23% 09/30/11 Make-A-Wish Foundation of Arizona
41
43
44 23.84% 01/31/10 Barnes and Noble
48 6.99% 03/31/08 Cash Converters
50
51
54
57
59 5.41% 10/31/05 Wachovia
60 18.41% 11/01/07 Aaron Rents
61 19.63% 11/30/08 Coin Partners, LP
64
71 14.08% 08/31/06 Design Within Reach
72 7.63% 01/31/07 California National Bank
73 10.07% 01/31/06 East West Bank
74 10.52% 07/31/08 Gruppo Rosano
76 23.69% 10/31/44 Petco
78 13.83% 12/31/20 Del Taco
81 28.88% 08/31/09 Rent-A-Center
82 1.09% 05/31/09 Computernex Corp.
84 7.96% 11/30/20 Great Clips
90 6.35% 05/31/10 Payless Shoe Source
95 18.00% 03/31/10
100 31.55% 10/31/10 Social Security Administration
102 Various Various Various
102.01 19.88% 04/30/08 Rent-Way
102.02 32.69% 06/30/15 Pump It Up
110
113 11.69% 09/30/15 Huntington Learning
114
116 11.45% 04/30/06 Verizon Wireless
125 34.93% 09/15/10 Home Stone Mortgage
127 15.86% 07/31/12 OMI Sushi
129
130 22.76% 05/14/15 Dry Clean DePot
131 11.21% 07/31/07 Door Depot
134
137 3.95% 05/31/10 Mentalix, Inc.
140
142
143 27.67% 05/31/08 Gallery Corporation
145
147
149
150
151
152 10.98% 06/30/06 The End Record
153
155
157
158
160
161
165 14.88% 01/31/09 Bikinis
174
177
181 26.92% 11/29/06 Hanger P & O, Inc.
183
189 12.60% 11/30/12 Hyperion Solutions
192
195 14.18% MTM Hair Masters
196 24.87% 03/01/10 Dilworth Coffee
197
199 39.51% 05/31/10 Snack Cafe
201
204
206
210
212
219
224 28.36% 08/31/06 Dentist
226
MORTGAGE 3RD LARGEST 3RD LARGEST
LOAN NUMBER TENANT % OF NRA TENANT EXP. DATE
- -----------------------------------------------------------------------------
1 9.73% 02/28/17
2 Various Various
2.01
2.02 0.89% 03/31/11
2.03
2.04 11.01% 07/31/13
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13 3.06% MTM
2.14
3 10.86% 08/31/13
4 Various Various
4.01 7.07% 01/16/08
4.02 10.65% 06/30/08
4.03 10.14% 02/28/07
4.04 7.26% 06/30/06
4.05 14.84% 11/30/15
4.06 8.22% 03/31/14
4.07 4.72% 11/30/09
4.08 5.47% 02/28/15
4.09 5.85% 06/30/09
4.10 20.74% 10/31/08
4.11 9.64% 07/31/06
4.12
4.13 4.29% 07/30/08
4.14 10.84% 03/31/06
4.15 13.04% 01/31/06
4.16 11.33% 03/31/06
4.17
4.18 18.79% 09/30/09
4.19 19.28% 10/31/07
4.20 16.01% 06/30/07
5 5.76% 12/31/14
6 4.37% 12/31/06
8 8.62% 09/30/15
9 7.97% 01/31/07
10 7.20% 10/31/16
11 2.74% 09/14/07
12 4.81% 04/30/15
14 11.40% 09/30/07
16 8.45% 01/31/13
17
18 9.86% 01/31/20
19
20 Various Various
20.01 7.98% 05/31/07
20.02 14.26% 05/31/07
20.03 7.18% 11/30/05
20.04 9.09% 12/31/09
20.05 13.95% 12/19/12
20.06 7.47% 11/14/08
20.07 10.58% 03/31/11
21 Various Various
21.01 16.79% 01/31/08
21.02
21.03
21.04
21.05
21.06
29 8.28% 12/31/08
32 12.44% 03/31/07
34 6.77% Multiple Spaces
35
36 6.67% 04/30/11
41
43
44 18.10% 04/30/10
48 6.55% 12/31/07
50
51
54
57
59 3.79% 05/31/10
60 3.84% 09/30/06
61 16.81% 06/30/07
64
71 13.97% 09/30/13
72 5.73% 11/30/07
73 8.77% 10/31/07
74 9.15% 06/30/12
76 21.77% 01/31/14
78 13.65% 05/31/25
81 3.38% 08/31/09
82 0.86% 06/30/06
84 1.68% 09/30/10
90 4.78% 11/30/08
95
100 22.37% 01/31/20
102 Various Various
102.01 6.07% 04/30/06
102.02 29.25% 09/30/10
110
113 11.21% 08/31/10
114
116 11.45% 07/31/06
125 13.90% 10/31/10
127 9.97% 06/30/10
129
130 8.05% 07/01/10
131 8.22% 09/21/09
134
137 3.67% 01/31/07
140
142
143 19.99% 06/30/10
145
147
149
150
151
152 10.37% 09/30/06
153
155
157
158
160
161
165 14.66% 09/30/05
174
177
181 19.23% 11/30/06
183
189 8.55% 12/31/06
192
195 7.98% 03/31/06
196 15.94% 05/01/10
197
199 25.00% 05/31/10
201
204
206
210
212
219
224 17.95% 07/31/15
226
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C21
ANNEX A-5 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES (CROSSED & PORTFOLIOS)
---------
MORTGAGE LOAN
LOAN GROUP
NUMBER NUMBER PROPERTY NAME CITY STATE
- -----------------------------------------------------------------------------------------------------------------------
2 1 NGP Rubicon GSA Pool Various Various
- -----------------------------------------------------------------------------------------------------------------------
2.01 Rubicon NGP - Burlington, NJ Burlington NJ
2.02 Rubicon NGP - Sacramento, CA Sacramento CA
2.03 Rubicon NGP - Suffolk, VA Suffolk VA
2.04 Rubicon NGP - Washington, DC Washington DC
2.05 Rubicon NGP - Kansas City, KS Kansas City KS
2.06 Rubicon NGP - San Diego, CA San Diego CA
2.07 Rubicon NGP - Concord, MA Concord MA
2.08 Rubicon NGP - Philadelphia, PA Philadelphia PA
2.09 Rubicon NGP - Huntsville, AL Huntsville AL
2.10 Rubicon NGP - Houston, TX Houston TX
2.11 Rubicon NGP - Providence, RI Providence RI
2.12 Rubicon NGP - Aurora, CO Aurora CO
2.13 Rubicon NGP - Lakewood, CO Lakewood CO
2.14 Rubicon NGP - Norfolk, VA Norfolk VA
4 1 Abbey Pool Various CA
- -----------------------------------------------------------------------------------------------------------------------
4.01 Transpark Office Complex Ontario CA
4.02 Colton Courtyard Colton CA
4.03 Sierra Gateway Business Center Palmdale CA
4.04 10th Street Commerce Center Lancaster CA
4.05 Transpark Industrial Complex Ontario CA
4.06 Palmdale Place Commerce Center Palmdale CA
4.07 Fresno Industrial Center Fresno CA
4.08 Nevada Street Plaza Redlands CA
4.09 Tozai Plaza Gardena CA
4.10 Upland Commerce Center Upland CA
4.11 Rancho Carmel Commerce Center San Diego CA
4.12 Braden Court Orange CA
4.13 Airpark Plaza Riverside CA
4.14 30th Street Commerce Center Palmdale CA
4.15 Atlantic Plaza Long Beach CA
4.16 Diamond Bar Commerce Center Diamond Bar CA
4.17 Goodrich Office Park Los Angeles CA
4.18 Garden Grove Town Center Garden Grove CA
4.19 Anaheim Stadium Industrial Park Anaheim CA
4.20 25th Street Commerce Center Palmdale CA
Various 1 Extra Space Portfolio #5 Various Various
- -----------------------------------------------------------------------------------------------------------------------
52 1 Extra Space - Bethesda, MD Bethesda MD
65 1 Extra Space - Oceanside, CA Oceanside CA
67 1 Extra Space - Arnold, MD Arnold MD
77 1 Extra Space - Columbia, MD Columbia MD
85 1 Extra Space - Phoenix, AZ Phoenix AZ
88 1 Extra Space - Johnston, RI Johnston RI
98 1 Extra Space - Falls Church, VA Falls Church VA
101 1 Extra Space - Hemet, CA Hemet CA
121 1 Extra Space - Chicago (South Wabash Avenue), IL Chicago IL
122 1 Extra Space - Fort Myers, FL Fort Myers FL
128 1 Extra Space - Sacramento, CA Sacramento CA
132 1 Extra Space - Towson, MD Towson MD
136 1 Extra Space - West Palm Beach, FL West Palm Beach FL
148 1 Extra Space - Watsonville, CA Watsonville CA
154 1 Extra Space - Chicago (West Addison Street), IL Chicago IL
164 1 Extra Space - Louisville, KY Louisville KY
167 1 Extra Space - Chicago (West Harrison Street), IL Chicago IL
168 1 Extra Space - Columbus, OH Columbus OH
178 1 Extra Space - Cordova, TN Cordova TN
193 1 Extra Space - Mount Clemens, MI Mount Clemens MI
207 1 Extra Space - Grandville, MI Grandville MI
216 1 Extra Space - Kent, OH Kent OH
227 1 Extra Space - Grandview, MO Grandview MO
7 1 Extra Space Teamsters Pool Various Various
- -----------------------------------------------------------------------------------------------------------------------
7.01 Extra Space Teamsters - River Edge, NJ River Edge NJ
7.02 Extra Space Teamsters - Los Alamitos, CA Los Alamitos CA
7.03 Extra Space Teamsters - Secaucus, NJ Secaucus NJ
7.04 Extra Space Teamsters - Reston, VA Reston VA
7.05 Extra Space Teamsters - Burtonsville, MD Burtonsville MD
7.06 Extra Space Teamsters - Santee, CA Santee CA
7.07 Extra Space Teamsters - Santa Rosa, CA Santa Rosa CA
7.08 Extra Space Teamsters - North Lauderdale, FL North Lauderdale FL
7.09 Extra Space Teamsters - Farmington Hills, MI Farmington Hills MI
7.10 Extra Space Teamsters - Egg Harbor Township, NJ Egg Harbor Township NJ
7.11 Extra Space Teamsters - Miramar, FL Miramar FL
7.12 Extra Space Teamsters - Dallas, TX Dallas TX
7.13 Extra Space Teamsters - Fall River, MA Fall River MA
7.14 Extra Space Teamsters - Richmond, VA Richmond VA
7.15 Extra Space Teamsters - Fallbrook, CA Fallbrook CA
7.16 Extra Space Teamsters - Phoenix, AZ Phoenix AZ
7.17 Extra Space Teamsters - Salisbury, MA Salisbury MA
7.18 Extra Space Teamsters - Memphis (Winchester Road), TN Memphis TN
7.19 Extra Space Teamsters - Scotts Valley, CA Scotts Valley CA
7.20 Extra Space Teamsters - Waterford, MI Waterford MI
7.21 Extra Space Teamsters - Broomfield, CO Broomfield CO
7.22 Extra Space Teamsters - Louisville, KY Louisville KY
7.23 Extra Space Teamsters - Saugerties, NY Saugerties NY
7.24 Extra Space Teamsters - Memphis (Kirby Parkway), TN Memphis TN
7.25 Extra Space Teamsters - Acworth, GA Acworth GA
7.26 Extra Space Teamsters - Albuquerque, NM Albuquerque NM
7.27 Extra Space Teamsters - Pasadena, TX Pasadena TX
7.28 Extra Space Teamsters - Columbus, OH Columbus OH
Various 2 Fath Portfolio Various Various
- -----------------------------------------------------------------------------------------------------------------------
27 2 Fath - Fairfield Pointe Fairfield OH
53 2 Fath - Boulders Garland TX
89 2 Fath - Princeton Court Dallas TX
115 2 Fath - Canyon Creek Dallas TX
141 2 Fath - Gateway Garland TX
163 2 Fath - Viewpoint Dallas TX
179 2 Fath - Woodbridge Dallas TX
15 1 Extra Space VRS Pool Various Various
- -----------------------------------------------------------------------------------------------------------------------
15.01 Extra Space VRS - Long Island City, NY Long Island City NY
15.02 Extra Space VRS - Wheaton, MD Wheaton MD
15.03 Extra Space VRS - Long Beach, CA Long Beach CA
15.04 Extra Space VRS - Germantown, MD Germantown MD
15.05 Extra Space VRS - Lodi, NJ Lodi NJ
15.06 Extra Space VRS - Huntington Beach, CA Huntington Beach CA
15.07 Extra Space VRS - Davie, FL Davie FL
15.08 Extra Space VRS - Beaverton, OR Beaverton OR
15.09 Extra Space VRS - Lincoln Park, MI Lincoln Park MI
15.10 Extra Space VRS - North Attleborough, MA North Attleborough MA
15.11 Extra Space VRS - Las Vegas, NV Las Vegas NV
15.12 Extra Space VRS - Campbell, CA Campbell CA
15.13 Extra Space VRS - Dallas, TX Dallas TX
15.14 Extra Space VRS - Stone Mountain, GA Stone Mountain GA
15.15 Extra Space VRS - Miami, FL Miami FL
15.16 Extra Space VRS - Albuquerque, NM Albuquerque NM
15.17 Extra Space VRS - Baldwin Park, CA Baldwin Park CA
15.18 Extra Space VRS - Flanders, NJ Flanders NJ
15.19 Extra Space VRS - Clute, TX Clute TX
15.20 Extra Space VRS - Memphis (Gateway Drive), TN Memphis TN
15.21 Extra Space VRS - Joliet, IL Joliet IL
15.22 Extra Space VRS - Memphis (Madison Avenue), TN Memphis TN
20 1 The Hinman Pool Various Various
- -----------------------------------------------------------------------------------------------------------------------
20.01 Abbott Center East Lansing MI
20.02 Glenwood Hills Corporate Center Grand Rapids MI
20.03 Trestlebridge Office Center Portage MI
20.04 Fifth Third Bank Building Battle Creek MI
20.05 77 Monroe Center Grand Rapids MI
20.06 Bolingbrook Commons Bolingbrook IL
20.07 Capital Center Battle Creek MI
21 1 Taurus Pool Various Various
- -----------------------------------------------------------------------------------------------------------------------
21.01 Shelton Technology Center Shelton CT
21.02 IVAX Warehouse Facility Walton KY
21.03 CEC Entertainment Facility Irving TX
21.04 Comcast Building North Reading MA
21.05 Nashua Village Nashua NH
21.06 Wal-Mart - West Point, MS West Point MS
Various 1 GSP Portfolio 3 Various Various
- -----------------------------------------------------------------------------------------------------------------------
56 1 Pleasant Hills MHP Hamburg PA
63 1 Cedar Manor MHP Elizabethtown PA
79 1 Grayson Village MHP Dumfries VA
86 1 Indian Creek MHP Macungie PA
23 2 The Reserve Pool Little Rock AR
- -----------------------------------------------------------------------------------------------------------------------
23.01 The Reserve at Greenwood Apartments Little Rock AR
23.02 The Reserve at Foxrun Apartments Little Rock AR
23.03 The Reserve at Walnut Ridge Apartments Little Rock AR
Various 1 GSP Portfolio 1 Various PA
- -----------------------------------------------------------------------------------------------------------------------
62 1 Deer Run MHP Honey Brook PA
93 1 Brookhaven MHP York PA
96 1 Mill Creek MHP York PA
109 1 Meadowview MHP Dover PA
169 1 Northwood Manor MHP York Haven PA
Various 2 Multifamily Portfolio B Various CA
- -----------------------------------------------------------------------------------------------------------------------
117 2 Manor Pointe Hawthorne CA
123 2 View Pointe Los Angeles CA
138 2 Summer View Arleta CA
170 2 Suncrest North Hills CA
191 2 Cedar Pointe Hawthorne CA
211 2 Highland Meadows (Meridian) Los Angeles CA
214 2 Highland Spring (Vallejo) Los Angeles CA
215 2 South View Apartments Los Angeles CA
221 2 York Pointe Hawthorne CA
223 2 Forest View Apartments Los Angeles CA
230 2 Village Square San Bernardino CA
232 2 Highland Meadows 43, 44 Los Angeles CA
Various 2 Multifamily Portfolio C Various CA
- -----------------------------------------------------------------------------------------------------------------------
120 2 Sun Terrace Panorama City CA
139 2 White Sands Desert Hot Springs CA
162 2 Evergreen Los Angeles CA
176 2 Villa De La Rosa Highland CA
205 2 Royal Palms Palmdale CA
208 2 Highland Meadows (Fayette) Los Angeles CA
209 2 Sunridge Apartments Palmdale CA
218 2 South View (Broadway) Los Angeles CA
220 2 South View (Main) Los Angeles CA
225 2 Highland Springs (Lincoln Park) Los Angeles CA
231 2 South View (Avalon) Los Angeles CA
Various 2 Multifamily Portfolio A Various CA
- -----------------------------------------------------------------------------------------------------------------------
107 2 Ocean Breeze Wilmington CA
182 2 The Meadows Apartments Paramount CA
184 2 Northridge Palm Apartments Northridge CA
187 2 Sunrise Apartments Palmdale CA
190 2 Parkglen Apartments Palmdale CA
194 2 Courtyard Apartments Palmdale CA
202 2 Casa Brae Los Angeles CA
213 2 China Gate Los Angeles CA
228 2 Rio Grande Palmdale CA
229 2 Santa Fe Apartments Palmdale CA
233 2 Woodglen Apartments Palmdale CA
39 1 Airport Boulevard Pool Morrisville NC
- -----------------------------------------------------------------------------------------------------------------------
39.01 Holiday Inn Express - Morrisville, NC Morrisville NC
39.02 Hampton Inn - Morrisville, NC Morrisville NC
39.03 Staybridge Inn - Morrisville, NC Morrisville NC
Various 1 Cole Portfolio Various Various
- -----------------------------------------------------------------------------------------------------------------------
147 1 Eckerd - Spartanburg, SC Spartanburg SC
155 1 CVS - Lago Vista, TX Lago Vista TX
174 1 Eckerd - Hayes, VA Hayes VA
204 1 CVS - Whiteville, NC Whiteville NC
210 1 Rite Aid - St. Marys, OH Saint Marys OH
212 1 Tractor Supply - Woodstock, VA Woodstock VA
Various 1 Addison Place Portfolio Delray Beach FL
- -----------------------------------------------------------------------------------------------------------------------
74 1 Addison Place Retail Center Delray Beach FL
217 1 Addison Place Bank Out Parcel Delray Beach FL
Various 1 GSP Portfolio 2 Various PA
- -----------------------------------------------------------------------------------------------------------------------
106 1 Newberry Farms MHP Manchester PA
144 1 Newberry Estates MHP Etters PA
Various 1 Nasar Portfolio Various Various
- -----------------------------------------------------------------------------------------------------------------------
129 1 Walgreens - Waldorf, MD Waldorf MD
201 1 Advance Auto Parts - Cincinnati, OH Cincinnati OH
102 1 Oak Park & Waters Hanley Pool Various FL
- -----------------------------------------------------------------------------------------------------------------------
102.01 Waters Hanley Plaza Tampa FL
102.02 Oak Park Shopping Center Brandon FL
% OF ORIGINAL REMAINING
AGGREGATE TERM TO TERM TO
MORTGAGE ORIGINAL CUT-OFF DATE CUT-OFF MATURITY MATURITY
LOAN CROSS COLLATERALIZED AND LOAN LOAN DATE OR ARD OR ARD
NUMBER CROSS DEFAULTED LOAN FLAG BALANCE ($) BALANCE ($) BALANCE (MOS.) (MOS.)
- ----------------------------------------------------------------------------------------------------------------------------------
2 194,500,000.00 194,500,000.00 5.94% 120 116
- ----------------------------------------------------------------------------------------------------------------------------------
2.01 41,006,000.00
2.02 28,736,000.00
2.03 27,811,000.00
2.04 24,030,200.00
2.05 18,000,000.00
2.06 10,759,000.00
2.07 10,240,000.00
2.08 7,000,000.00
2.09 6,983,200.00
2.10 6,130,600.00
2.11 6,090,000.00
2.12 3,248,000.00
2.13 2,720,200.00
2.14 1,745,800.00
4 142,625,000.00 142,625,000.00 4.35% 120 120
- ----------------------------------------------------------------------------------------------------------------------------------
4.01 20,175,000.00
4.02 14,100,000.00
4.03 13,950,000.00
4.04 10,275,000.00
4.05 10,275,000.00
4.06 10,125,000.00
4.07 7,875,000.00
4.08 7,725,000.00
4.09 7,275,000.00
4.10 5,880,000.00
4.11 5,400,000.00
4.12 4,425,000.00
4.13 4,370,000.00
4.14 3,900,000.00
4.15 3,600,000.00
4.16 3,375,000.00
4.17 2,700,000.00
4.18 2,625,000.00
4.19 2,400,000.00
4.20 2,175,000.00
Various Extra Space Portfolio #5 112,000,000.00 112,000,000.00 3.42% 120 118
- ----------------------------------------------------------------------------------------------------------------------------------
52 Extra Space Portfolio #5 12,800,000.00 12,800,000.00 0.39% 120 118
65 Extra Space Portfolio #5 9,700,000.00 9,700,000.00 0.30% 120 118
67 Extra Space Portfolio #5 9,500,000.00 9,500,000.00 0.29% 120 118
77 Extra Space Portfolio #5 8,400,000.00 8,400,000.00 0.26% 120 118
85 Extra Space Portfolio #5 7,400,000.00 7,400,000.00 0.23% 120 118
88 Extra Space Portfolio #5 7,100,000.00 7,100,000.00 0.22% 120 118
98 Extra Space Portfolio #5 6,200,000.00 6,200,000.00 0.19% 120 118
101 Extra Space Portfolio #5 5,300,000.00 5,300,000.00 0.16% 120 118
121 Extra Space Portfolio #5 4,400,000.00 4,400,000.00 0.13% 120 118
122 Extra Space Portfolio #5 4,400,000.00 4,400,000.00 0.13% 120 118
128 Extra Space Portfolio #5 4,200,000.00 4,200,000.00 0.13% 120 118
132 Extra Space Portfolio #5 4,100,000.00 4,100,000.00 0.13% 120 118
136 Extra Space Portfolio #5 4,000,000.00 4,000,000.00 0.12% 120 118
148 Extra Space Portfolio #5 3,400,000.00 3,400,000.00 0.10% 120 118
154 Extra Space Portfolio #5 3,200,000.00 3,200,000.00 0.10% 120 118
164 Extra Space Portfolio #5 3,000,000.00 3,000,000.00 0.09% 120 118
167 Extra Space Portfolio #5 2,900,000.00 2,900,000.00 0.09% 120 118
168 Extra Space Portfolio #5 2,900,000.00 2,900,000.00 0.09% 120 118
178 Extra Space Portfolio #5 2,700,000.00 2,700,000.00 0.08% 120 118
193 Extra Space Portfolio #5 2,100,000.00 2,100,000.00 0.06% 120 118
207 Extra Space Portfolio #5 1,700,000.00 1,700,000.00 0.05% 120 118
216 Extra Space Portfolio #5 1,500,000.00 1,500,000.00 0.05% 120 118
227 Extra Space Portfolio #5 1,100,000.00 1,100,000.00 0.03% 120 118
7 93,300,000.00 93,300,000.00 2.85% 84 82
- ----------------------------------------------------------------------------------------------------------------------------------
7.01 10,140,833.00
7.02 7,116,886.00
7.03 6,663,037.00
7.04 6,493,879.00
7.05 5,839,413.00
7.06 5,139,117.00
7.07 4,712,176.00
7.08 4,285,115.00
7.09 3,810,299.00
7.10 3,572,870.00
7.11 3,290,309.00
7.12 3,102,316.00
7.13 3,081,771.00
7.14 2,936,608.00
7.15 2,560,630.00
7.16 2,355,460.00
7.17 2,224,070.00
7.18 2,223,767.00
7.19 2,128,972.00
7.20 1,682,016.00
7.21 1,665,745.00
7.22 1,398,313.00
7.23 1,384,979.00
7.24 1,222,725.00
7.25 1,161,842.00
7.26 1,117,772.00
7.27 1,008,401.00
7.28 980,679.00
Various Fath Portfolio 63,516,000.00 63,516,000.00 1.94% 84 84
- ----------------------------------------------------------------------------------------------------------------------------------
27 Fath Portfolio 30,080,000.00 30,080,000.00 0.92% 84 84
53 Fath Portfolio 12,359,000.00 12,359,000.00 0.38% 84 84
89 Fath Portfolio 6,981,000.00 6,981,000.00 0.21% 84 84
115 Fath Portfolio 4,640,000.00 4,640,000.00 0.14% 84 84
141 Fath Portfolio 3,717,000.00 3,717,000.00 0.11% 84 84
163 Fath Portfolio 3,048,000.00 3,048,000.00 0.09% 84 84
179 Fath Portfolio 2,691,000.00 2,691,000.00 0.08% 84 84
15 52,100,000.00 52,100,000.00 1.59% 84 82
- ----------------------------------------------------------------------------------------------------------------------------------
15.01 6,652,622.00
15.02 5,011,908.00
15.03 4,325,377.00
15.04 4,307,877.00
15.05 3,459,626.00
15.06 3,192,749.00
15.07 3,144,123.00
15.08 2,837,523.00
15.09 2,577,922.00
15.10 2,467,708.00
15.11 1,790,147.00
15.12 1,680,066.00
15.13 1,601,717.00
15.14 1,317,536.00
15.15 1,158,604.00
15.16 1,156,030.00
15.17 1,113,919.00
15.18 1,072,090.00
15.19 964,631.00
15.20 940,324.00
15.21 767,750.00
15.22 559,751.00
20 39,000,000.00 39,000,000.00 1.19% 120 119
- ----------------------------------------------------------------------------------------------------------------------------------
20.01 8,004,000.00
20.02 6,166,000.00
20.03 5,850,000.00
20.04 5,800,000.00
20.05 5,175,000.00
20.06 4,900,000.00
20.07 3,105,000.00
21 38,640,000.00 38,640,000.00 1.18% 120 119
- ----------------------------------------------------------------------------------------------------------------------------------
21.01
21.02
21.03
21.04
21.05
21.06
Various GSP Portfolio 3 36,680,000.00 36,680,000.00 1.12% 120 120
- ----------------------------------------------------------------------------------------------------------------------------------
56 GSP Portfolio 3 11,440,000.00 11,440,000.00 0.35% 120 120
63 GSP Portfolio 3 9,840,000.00 9,840,000.00 0.30% 120 120
79 GSP Portfolio 3 8,080,000.00 8,080,000.00 0.25% 120 120
86 GSP Portfolio 3 7,320,000.00 7,320,000.00 0.22% 120 120
23 36,000,000.00 36,000,000.00 1.10% 120 120
- ----------------------------------------------------------------------------------------------------------------------------------
23.01 15,591,915.00
23.02 11,676,612.00
23.03 8,731,473.00
Various GSP Portfolio 1 30,540,000.00 30,540,000.00 0.93% 120 120
- ----------------------------------------------------------------------------------------------------------------------------------
62 GSP Portfolio 1 9,896,000.00 9,896,000.00 0.30% 120 120
93 GSP Portfolio 1 6,484,000.00 6,484,000.00 0.20% 120 120
96 GSP Portfolio 1 6,400,000.00 6,400,000.00 0.20% 120 120
109 GSP Portfolio 1 4,880,000.00 4,880,000.00 0.15% 120 120
169 GSP Portfolio 1 2,880,000.00 2,880,000.00 0.09% 120 120
Various Multifamily Portfolio B 27,124,000.00 27,065,735.88 0.83% 120 118
- ----------------------------------------------------------------------------------------------------------------------------------
117 Multifamily Portfolio B 4,560,000.00 4,550,204.82 0.14% 120 118
123 Multifamily Portfolio B 4,320,000.00 4,310,720.36 0.13% 120 118
138 Multifamily Portfolio B 3,875,000.00 3,866,676.25 0.12% 120 118
170 Multifamily Portfolio B 2,880,000.00 2,873,813.57 0.09% 120 118
191 Multifamily Portfolio B 2,160,000.00 2,155,360.18 0.07% 120 118
211 Multifamily Portfolio B 1,680,000.00 1,676,391.25 0.05% 120 118
214 Multifamily Portfolio B 1,569,000.00 1,565,629.69 0.05% 120 118
215 Multifamily Portfolio B 1,520,000.00 1,516,734.94 0.05% 120 118
221 Multifamily Portfolio B 1,360,000.00 1,357,078.63 0.04% 120 118
223 Multifamily Portfolio B 1,320,000.00 1,317,164.55 0.04% 120 118
230 Multifamily Portfolio B 1,000,000.00 997,851.93 0.03% 120 118
232 Multifamily Portfolio B 880,000.00 878,109.70 0.03% 120 118
Various Multifamily Portfolio C 24,242,000.00 24,189,926.61 0.74% 120 118
- ----------------------------------------------------------------------------------------------------------------------------------
120 Multifamily Portfolio C 4,425,000.00 4,415,494.81 0.13% 120 118
139 Multifamily Portfolio C 3,822,000.00 3,813,790.10 0.12% 120 118
162 Multifamily Portfolio C 3,070,000.00 3,063,405.44 0.09% 120 118
176 Multifamily Portfolio C 2,720,000.00 2,714,157.26 0.08% 120 118
205 Multifamily Portfolio C 1,725,000.00 1,721,294.59 0.05% 120 118
208 Multifamily Portfolio C 1,700,000.00 1,696,348.29 0.05% 120 118
209 Multifamily Portfolio C 1,700,000.00 1,696,348.29 0.05% 120 118
218 Multifamily Portfolio C 1,500,000.00 1,496,777.90 0.05% 120 118
220 Multifamily Portfolio C 1,360,000.00 1,357,078.63 0.04% 120 118
225 Multifamily Portfolio C 1,245,000.00 1,242,325.66 0.04% 120 118
231 Multifamily Portfolio C 975,000.00 972,905.64 0.03% 120 118
Various Multifamily Portfolio A 22,683,000.00 22,634,275.44 0.69% 120 118
- ----------------------------------------------------------------------------------------------------------------------------------
107 Multifamily Portfolio A 4,920,000.00 4,909,431.52 0.15% 120 118
182 Multifamily Portfolio A 2,576,000.00 2,570,466.58 0.08% 120 118
184 Multifamily Portfolio A 2,517,000.00 2,511,593.32 0.08% 120 118
187 Multifamily Portfolio A 2,375,000.00 2,369,898.35 0.07% 120 118
190 Multifamily Portfolio A 2,265,000.00 2,260,134.63 0.07% 120 118
194 Multifamily Portfolio A 2,090,000.00 2,085,510.54 0.06% 120 118
202 Multifamily Portfolio A 1,765,000.00 1,761,208.67 0.05% 120 118
213 Multifamily Portfolio A 1,615,000.00 1,611,530.87 0.05% 120 118
228 Multifamily Portfolio A 1,000,000.00 997,851.93 0.03% 120 118
229 Multifamily Portfolio A 1,000,000.00 997,851.93 0.03% 120 118
233 Multifamily Portfolio A 560,000.00 558,797.08 0.02% 120 118
39 15,500,000.00 15,443,544.39 0.47% 120 119
- ----------------------------------------------------------------------------------------------------------------------------------
39.01
39.02
39.03
Various Cole Portfolio 14,411,000.00 14,411,000.00 0.44% 120 Various
- ----------------------------------------------------------------------------------------------------------------------------------
147 Cole Portfolio 3,406,000.00 3,406,000.00 0.10% 120 117
155 Cole Portfolio 3,151,000.00 3,151,000.00 0.10% 120 117
174 Cole Portfolio 2,773,000.00 2,773,000.00 0.08% 120 117
204 Cole Portfolio 1,736,000.00 1,736,000.00 0.05% 120 114
210 Cole Portfolio 1,687,000.00 1,687,000.00 0.05% 120 118
212 Cole Portfolio 1,658,000.00 1,658,000.00 0.05% 120 115
Various Addison Place Portfolio 10,500,000.00 10,487,820.70 0.32% 120 119
- ----------------------------------------------------------------------------------------------------------------------------------
74 Addison Place Portfolio 9,000,000.00 8,989,560.60 0.27% 120 119
217 Addison Place Portfolio 1,500,000.00 1,498,260.10 0.05% 120 119
Various GSP Portfolio 2 8,480,000.00 8,480,000.00 0.26% 120 120
- ----------------------------------------------------------------------------------------------------------------------------------
106 GSP Portfolio 2 4,960,000.00 4,960,000.00 0.15% 120 120
144 GSP Portfolio 2 3,520,000.00 3,520,000.00 0.11% 120 120
Various Nasar Portfolio 6,000,000.00 6,000,000.00 0.18% 120 119
- ----------------------------------------------------------------------------------------------------------------------------------
129 Nasar Portfolio 4,200,000.00 4,200,000.00 0.13% 120 119
201 Nasar Portfolio 1,800,000.00 1,800,000.00 0.05% 120 119
102 5,150,000.00 5,150,000.00 0.16% 180 180
- ----------------------------------------------------------------------------------------------------------------------------------
102.01
102.02
ORIGINAL REMAINING MATURITY
MORTGAGE REMAINING AMORT AMORT DATE OR ARD
LOAN IO PERIOD TERM TERM MONTHLY P&I BALLOON APPRAISED
NUMBER (MOS.) (MOS.) (MOS.) PAYMENTS ($) BALANCE ($) VALUE ($) DSCR (X)
- ------------------------------------------------------------------------------------------------------------------------
2 56 360 360 1,099,473.27 180,596,827.85 487,000,000.00 1.27
- ------------------------------------------------------------------------------------------------------------------------
2.01 101,000,000.00
2.02 74,500,000.00
2.03 68,500,000.00
2.04 62,700,000.00
2.05 45,000,000.00
2.06 26,500,000.00
2.07 25,600,000.00
2.08 16,900,000.00
2.09 17,200,000.00
2.10 15,100,000.00
2.11 15,000,000.00
2.12 8,000,000.00
2.13 6,700,000.00
2.14 4,300,000.00
4 60 360 360 782,288.59 131,909,381.60 191,000,000.00 1.33
- ------------------------------------------------------------------------------------------------------------------------
4.01 26,900,000.00
4.02 18,800,000.00
4.03 18,600,000.00
4.04 13,700,000.00
4.05 13,700,000.00
4.06 13,500,000.00
4.07 10,500,000.00
4.08 10,300,000.00
4.09 9,700,000.00
4.10 8,400,000.00
4.11 7,200,000.00
4.12 5,900,000.00
4.13 6,100,000.00
4.14 5,200,000.00
4.15 4,800,000.00
4.16 4,500,000.00
4.17 3,600,000.00
4.18 3,500,000.00
4.19 3,200,000.00
4.20 2,900,000.00
Various 58 360 360 620,898.32 103,730,721.68 150,400,000.00 1.27
- ------------------------------------------------------------------------------------------------------------------------
52 58 360 360 70,959.81 11,854,939.48 17,040,000.00 1.33
65 58 360 360 53,774.23 8,983,821.40 12,900,000.00 1.29
67 58 360 360 52,665.48 8,798,588.17 12,700,000.00 1.29
77 58 360 360 46,567.38 7,779,803.71 11,160,000.00 1.32
85 58 360 360 41,023.64 6,853,636.90 9,900,000.00 1.28
88 58 360 360 39,360.52 6,575,786.72 9,430,000.00 1.24
98 58 360 360 34,371.16 5,742,236.17 8,300,000.00 1.21
101 58 360 360 29,381.80 4,908,685.63 6,520,000.00 1.20
121 58 360 360 24,392.43 4,075,135.77 5,870,000.00 1.21
122 58 360 360 24,392.43 4,075,135.77 5,850,000.00 1.20
128 58 360 360 23,283.69 3,889,901.86 5,620,000.00 1.25
132 58 360 360 22,729.31 3,797,285.59 5,360,000.00 1.37
136 58 360 360 22,174.94 3,704,668.63 5,350,000.00 1.26
148 58 360 360 18,848.70 3,148,968.27 4,490,000.00 1.27
154 58 360 360 17,739.95 2,963,735.04 4,950,000.00 1.22
164 58 360 360 16,631.21 2,778,501.13 3,950,000.00 1.20
167 58 360 360 16,076.83 2,685,884.86 3,850,000.00 1.20
168 58 360 360 16,076.83 2,685,884.86 3,900,000.00 1.20
178 58 360 360 14,968.08 2,500,651.64 3,550,000.00 1.20
193 58 360 360 11,641.84 1,944,951.27 2,860,000.00 1.20
207 58 360 360 9,424.35 1,574,484.13 2,250,000.00 1.24
216 58 360 360 8,315.60 1,389,250.91 1,900,000.00 1.22
227 58 360 360 6,098.11 1,018,783.77 2,700,000.00 2.25
7 82 IO IO IO 93,300,000.00 193,810,000.00 3.04
- ------------------------------------------------------------------------------------------------------------------------
7.01 16,850,000.00
7.02 15,130,000.00
7.03 13,610,000.00
7.04 13,950,000.00
7.05 11,830,000.00
7.06 10,150,000.00
7.07 9,800,000.00
7.08 9,250,000.00
7.09 8,380,000.00
7.10 7,590,000.00
7.11 7,500,000.00
7.12 6,430,000.00
7.13 5,910,000.00
7.14 5,800,000.00
7.15 5,660,000.00
7.16 5,000,000.00
7.17 4,900,000.00
7.18 4,900,000.00
7.19 4,330,000.00
7.20 3,200,000.00
7.21 4,300,000.00
7.22 3,100,000.00
7.23 2,760,000.00
7.24 3,200,000.00
7.25 2,800,000.00
7.26 2,400,000.00
7.27 2,450,000.00
7.28 2,630,000.00
Various 24 360 360 348,773.26 58,762,234.46 81,900,000.00 1.28
- ------------------------------------------------------------------------------------------------------------------------
27 24 360 360 165,172.55 27,828,704.76 37,600,000.00 1.24
53 24 360 360 67,864.61 11,434,008.05 15,700,000.00 1.22
89 24 360 360 38,333.43 6,458,516.93 8,900,000.00 1.28
115 24 360 360 25,478.74 4,292,725.73 7,000,000.00 1.32
141 24 360 360 20,410.45 3,438,806.37 5,100,000.00 1.46
163 24 360 360 16,736.91 2,819,876.73 3,900,000.00 1.41
179 24 360 360 14,776.57 2,489,595.89 3,700,000.00 1.55
15 82 IO IO IO 52,100,000.00 150,360,000.00 3.76
- ------------------------------------------------------------------------------------------------------------------------
15.01 20,920,000.00
15.02 14,100,000.00
15.03 12,000,000.00
15.04 12,900,000.00
15.05 9,270,000.00
15.06 8,700,000.00
15.07 8,250,000.00
15.08 8,230,000.00
15.09 6,720,000.00
15.10 7,100,000.00
15.11 5,400,000.00
15.12 5,100,000.00
15.13 4,480,000.00
15.14 3,600,000.00
15.15 3,300,000.00
15.16 3,300,000.00
15.17 3,550,000.00
15.18 3,320,000.00
15.19 2,540,000.00
15.20 2,780,000.00
15.21 3,000,000.00
15.22 1,800,000.00
20 71 360 360 206,627.99 36,587,186.33 62,550,000.00 1.44
- ------------------------------------------------------------------------------------------------------------------------
20.01 11,600,000.00
20.02 9,600,000.00
20.03 8,150,000.00
20.04 8,300,000.00
20.05 7,500,000.00
20.06 12,900,000.00
20.07 4,500,000.00
21 35 360 360 215,530.54 34,449,089.70 48,300,000.00 1.35
- ------------------------------------------------------------------------------------------------------------------------
21.01 14,500,000.00
21.02 9,750,000.00
21.03 7,600,000.00
21.04 6,250,000.00
21.05 6,000,000.00
21.06 4,200,000.00
Various 12 360 360 206,656.92 31,345,720.45 45,850,000.00 1.23
- ------------------------------------------------------------------------------------------------------------------------
56 12 360 360 64,453.52 9,776,309.95 14,300,000.00 1.23
63 12 360 360 55,439.04 8,408,994.11 12,300,000.00 1.21
79 12 360 360 45,523.12 6,904,945.57 10,100,000.00 1.24
86 12 360 360 41,241.24 6,255,470.82 9,150,000.00 1.25
23 48 360 360 198,570.42 32,691,567.35 47,550,000.00 1.40
- ------------------------------------------------------------------------------------------------------------------------
23.01 20,200,000.00
23.02 17,050,000.00
23.03 10,300,000.00
Various 12 360 360 172,063.85 26,098,646.33 38,170,000.00 1.21
- ------------------------------------------------------------------------------------------------------------------------
62 12 360 360 55,754.55 8,456,849.72 12,370,000.00 1.08
93 12 360 360 36,531.17 5,541,048.88 8,100,000.00 1.27
96 12 360 360 36,057.91 5,469,264.77 8,000,000.00 1.26
109 12 360 360 27,494.16 4,170,313.88 6,100,000.00 1.29
169 12 360 360 16,226.06 2,461,169.08 3,600,000.00 1.31
Various 360 358 149,947.77 22,486,334.18 36,050,000.00 1.23
- ------------------------------------------------------------------------------------------------------------------------
117 360 358 25,208.74 3,780,330.48 5,900,000.00 1.18
123 360 358 23,881.96 3,581,365.71 5,400,000.00 1.28
138 360 358 21,421.90 3,212,451.89 6,530,000.00 1.26
170 360 358 15,921.31 2,387,577.14 3,600,000.00 1.18
191 360 358 11,940.98 1,790,682.86 2,700,000.00 1.24
211 360 358 9,287.43 1,392,753.33 2,100,000.00 1.21
214 360 358 8,673.80 1,300,732.13 2,200,000.00 1.16
215 360 358 8,402.91 1,260,110.16 1,900,000.00 1.23
221 360 358 7,518.40 1,127,466.98 1,720,000.00 1.22
223 360 358 7,297.27 1,094,306.19 1,650,000.00 1.23
230 360 358 5,528.23 829,019.84 1,250,000.00 1.35
232 360 358 4,864.84 729,537.46 1,100,000.00 1.22
Various 360 358 134,015.42 20,097,098.99 32,650,000.00 1.23
- ------------------------------------------------------------------------------------------------------------------------
120 360 358 24,462.43 3,668,412.80 6,100,000.00 1.19
139 360 358 21,128.90 3,168,513.83 5,650,000.00 1.18
162 360 358 16,971.67 2,545,090.91 4,150,000.00 1.18
176 360 358 15,036.79 2,254,933.97 3,400,000.00 1.50
205 360 358 9,536.20 1,430,059.23 2,250,000.00 1.18
208 360 358 9,398.00 1,409,333.73 2,200,000.00 1.23
209 360 358 9,398.00 1,409,333.73 2,250,000.00 1.19
218 360 358 8,292.35 1,243,529.76 1,900,000.00 1.21
220 360 358 7,518.40 1,127,466.98 1,700,000.00 1.20
225 360 358 6,882.65 1,032,129.70 1,700,000.00 1.17
231 360 358 5,390.03 808,294.35 1,350,000.00 1.32
Various 360 358 125,396.90 18,804,657.06 29,900,000.00 1.24
- ------------------------------------------------------------------------------------------------------------------------
107 360 358 27,198.90 4,078,777.62 6,150,000.00 1.21
182 360 358 14,240.73 2,135,555.11 3,200,000.00 1.23
184 360 358 13,914.56 2,086,642.94 3,500,000.00 1.31
187 360 358 13,129.55 1,968,922.12 3,100,000.00 1.25
190 360 358 12,521.45 1,877,729.94 3,000,000.00 1.25
194 360 358 11,554.01 1,732,651.47 2,900,000.00 1.26
202 360 358 9,757.33 1,463,220.02 2,500,000.00 1.17
213 360 358 8,928.10 1,338,867.04 2,200,000.00 1.23
228 360 358 5,528.23 829,019.84 1,250,000.00 1.25
229 360 358 5,528.23 829,019.84 1,400,000.00 1.24
233 360 358 3,095.81 464,251.11 700,000.00 1.28
39 180 179 125,172.28 6,701,138.57 28,600,000.00 1.60
- ------------------------------------------------------------------------------------------------------------------------
39.01 11,800,000.00
39.02 10,600,000.00
39.03 6,200,000.00
Various Various IO IO IO 14,411,000.00 23,900,000.00 2.05
- ------------------------------------------------------------------------------------------------------------------------
147 117 IO IO IO 3,406,000.00 5,250,000.00 1.91
155 117 IO IO IO 3,151,000.00 5,400,000.00 2.14
174 117 IO IO IO 2,773,000.00 4,400,000.00 1.91
204 114 IO IO IO 1,736,000.00 2,750,000.00 1.96
210 118 IO IO IO 1,687,000.00 3,100,000.00 2.38
212 115 IO IO IO 1,658,000.00 3,000,000.00 2.13
Various 360 359 57,591.80 8,684,543.60 13,300,000.00 1.21
- ------------------------------------------------------------------------------------------------------------------------
74 360 359 49,364.40 7,443,894.51 11,300,000.00 1.21
217 360 359 8,227.40 1,240,649.09 2,000,000.00 1.20
Various 12 360 360 47,406.29 7,232,716.73 10,600,000.00 1.21
- ------------------------------------------------------------------------------------------------------------------------
106 12 360 360 27,728.21 4,230,456.59 6,200,000.00 1.13
144 12 360 360 19,678.08 3,002,260.14 4,400,000.00 1.32
Various 23 360 360 33,392.84 5,233,093.09 7,450,000.00 1.23
- ------------------------------------------------------------------------------------------------------------------------
129 23 360 360 23,374.99 3,663,164.92 5,200,000.00 1.23
201 23 360 360 10,017.85 1,569,928.17 2,250,000.00 1.23
102 180 180 41,910.07 0.00 8,400,000.00 1.24
- ------------------------------------------------------------------------------------------------------------------------
102.01 5,400,000.00
102.02 3,000,000.00
CUT-OFF
MORTGAGE DATE LTV RATIO CUT-OFF DATE UW NET
LOAN LTV AT MATURITY NUMBER OF UNIT OF LOAN AMOUNT CASH
NUMBER RATIO OR ARD UNITS (UNITS) MEASURE PER (UNIT) ($) FLOW ($)
- -------------------------------------------------------------------------------------------------------
2 79.88% 74.17% 2,990,570 Sq. Ft. 65.04 33,488,800.00
- -------------------------------------------------------------------------------------------------------
2.01 1,048,631 Sq. Ft. 8,022,669.27
2.02 326,306 Sq. Ft. 4,906,170.11
2.03 351,075 Sq. Ft. 4,547,116.79
2.04 146,365 Sq. Ft. 2,793,281.61
2.05 182,554 Sq. Ft. 2,987,352.96
2.06 131,891 Sq. Ft. 2,144,404.70
2.07 97,256 Sq. Ft. 1,475,339.02
2.08 88,717 Sq. Ft. 1,193,762.63
2.09 118,040 Sq. Ft. 1,163,951.19
2.10 138,020 Sq. Ft. 887,878.95
2.11 130,600 Sq. Ft. 1,844,122.54
2.12 103,000 Sq. Ft. 740,467.38
2.13 74,285 Sq. Ft. 424,695.44
2.14 53,830 Sq. Ft. 357,586.92
4 74.67% 69.06% 1,715,219 Sq. Ft. 83.15 12,523,159.25
- -------------------------------------------------------------------------------------------------------
4.01 208,975 Sq. Ft. 1,850,840.61
4.02 122,082 Sq. Ft. 1,186,342.64
4.03 131,917 Sq. Ft. 1,327,900.89
4.04 96,567 Sq. Ft. 719,743.11
4.05 218,261 Sq. Ft. 950,539.85
4.06 85,152 Sq. Ft. 883,025.79
4.07 265,085 Sq. Ft. 709,766.03
4.08 126,292 Sq. Ft. 689,234.78
4.09 39,349 Sq. Ft. 721,555.78
4.10 47,545 Sq. Ft. 519,228.90
4.11 26,978 Sq. Ft. 463,808.55
4.12 29,987 Sq. Ft. 387,123.97
4.13 86,334 Sq. Ft. 298,748.76
4.14 33,022 Sq. Ft. 359,744.68
4.15 31,281 Sq. Ft. 210,997.47
4.16 20,528 Sq. Ft. 329,780.85
4.17 26,200 Sq. Ft. 270,871.62
4.18 12,560 Sq. Ft. 215,060.71
4.19 89,616 Sq. Ft. 219,375.00
4.20 17,488 Sq. Ft. 209,469.26
Various 74.47% 68.97% 1,639,569 Sq. Ft. 68.31 9,473,349.58
- -------------------------------------------------------------------------------------------------------
52 75.12% 69.57% 120,872 Sq. Ft. 105.90 1,131,860.81
65 75.19% 69.64% 125,548 Sq. Ft. 77.26 829,214.08
67 74.80% 69.28% 70,430 Sq. Ft. 134.89 816,944.49
77 75.27% 69.71% 71,285 Sq. Ft. 117.84 739,346.92
85 74.75% 69.23% 78,765 Sq. Ft. 93.95 629,903.75
88 75.29% 69.73% 75,811 Sq. Ft. 93.65 584,876.21
98 74.70% 69.18% 52,744 Sq. Ft. 117.55 499,833.36
101 81.29% 75.29% 78,632 Sq. Ft. 67.40 422,185.67
121 74.96% 69.42% 64,901 Sq. Ft. 67.80 354,671.38
122 75.21% 69.66% 70,775 Sq. Ft. 62.17 351,797.71
128 74.73% 69.22% 72,437 Sq. Ft. 57.98 349,544.80
132 76.49% 70.84% 84,802 Sq. Ft. 48.35 372,861.64
136 74.77% 69.25% 70,197 Sq. Ft. 56.98 334,090.00
148 75.72% 70.13% 33,142 Sq. Ft. 102.59 286,415.94
154 64.65% 59.87% 71,610 Sq. Ft. 44.69 259,517.00
164 75.95% 70.34% 61,090 Sq. Ft. 49.11 239,116.00
167 75.32% 69.76% 48,768 Sq. Ft. 59.47 232,015.00
168 74.36% 68.87% 89,250 Sq. Ft. 32.49 230,982.00
178 76.06% 70.44% 72,685 Sq. Ft. 37.15 214,696.75
193 73.43% 68.01% 44,500 Sq. Ft. 47.19 167,368.70
207 75.56% 69.98% 59,716 Sq. Ft. 28.47 140,418.87
216 78.95% 73.12% 59,829 Sq. Ft. 25.07 121,308.00
227 40.74% 37.73% 61,780 Sq. Ft. 17.81 164,380.50
7 48.14% 48.14% 1,969,198 Sq. Ft. 47.38 13,472,092.20
- -------------------------------------------------------------------------------------------------------
7.01 97,790 Sq. Ft. 1,091,274.56
7.02 77,269 Sq. Ft. 1,128,333.94
7.03 105,750 Sq. Ft. 915,062.15
7.04 93,655 Sq. Ft. 1,052,024.79
7.05 79,750 Sq. Ft. 825,555.70
7.06 83,050 Sq. Ft. 782,453.95
7.07 96,345 Sq. Ft. 631,704.45
7.08 80,336 Sq. Ft. 639,241.95
7.09 80,175 Sq. Ft. 517,591.01
7.10 75,650 Sq. Ft. 601,597.60
7.11 115,017 Sq. Ft. 762,204.54
7.12 59,700 Sq. Ft. 419,723.05
7.13 76,250 Sq. Ft. 374,452.52
7.14 69,500 Sq. Ft. 404,750.37
7.15 49,000 Sq. Ft. 374,142.05
7.16 60,750 Sq. Ft. 337,970.53
7.17 58,600 Sq. Ft. 320,242.79
7.18 71,095 Sq. Ft. 280,919.38
7.19 31,606 Sq. Ft. 296,034.45
7.20 46,450 Sq. Ft. 215,460.93
7.21 54,725 Sq. Ft. 259,077.55
7.22 57,486 Sq. Ft. 187,132.05
7.23 62,006 Sq. Ft. 151,684.01
7.24 57,075 Sq. Ft. 185,350.11
7.25 62,379 Sq. Ft. 257,455.35
7.26 31,650 Sq. Ft. 163,604.02
7.27 50,314 Sq. Ft. 146,789.62
7.28 85,825 Sq. Ft. 150,258.78
Various 77.55% 71.75% 1,944 Units 32,672.84 5,355,976.83
- -------------------------------------------------------------------------------------------------------
27 80.00% 74.01% 661 Units 45,506.81 2,453,337.09
53 78.72% 72.83% 348 Units 35,514.37 994,139.66
89 78.44% 72.57% 260 Units 26,850.00 590,747.07
115 66.29% 61.32% 244 Units 19,016.39 402,942.35
141 72.88% 67.43% 142 Units 26,176.06 357,268.31
163 78.15% 72.30% 180 Units 16,933.33 283,041.13
179 72.73% 67.29% 109 Units 24,688.07 274,501.22
15 34.65% 34.65% 1,367,692 Sq. Ft. 38.09 9,304,213.90
- -------------------------------------------------------------------------------------------------------
15.01 103,617 Sq. Ft. 1,225,037.46
15.02 92,525 Sq. Ft. 962,460.35
15.03 79,436 Sq. Ft. 761,538.40
15.04 82,795 Sq. Ft. 847,913.80
15.05 72,950 Sq. Ft. 599,788.69
15.06 63,396 Sq. Ft. 543,157.38
15.07 87,149 Sq. Ft. 465,236.32
15.08 63,650 Sq. Ft. 536,171.37
15.09 87,150 Sq. Ft. 405,256.55
15.10 70,475 Sq. Ft. 444,775.27
15.11 51,780 Sq. Ft. 352,996.56
15.12 28,508 Sq. Ft. 326,916.20
15.13 53,967 Sq. Ft. 287,894.24
15.14 81,660 Sq. Ft. 267,754.32
15.15 36,863 Sq. Ft. 166,575.15
15.16 49,034 Sq. Ft. 206,189.69
15.17 36,378 Sq. Ft. 207,211.38
15.18 24,940 Sq. Ft. 196,191.44
15.19 59,999 Sq. Ft. 129,134.10
15.20 50,600 Sq. Ft. 160,186.83
15.21 63,450 Sq. Ft. 99,503.02
15.22 27,370 Sq. Ft. 112,325.38
20 62.35% 58.49% 702,671 Sq. Ft. 55.50 3,562,701.00
- -------------------------------------------------------------------------------------------------------
20.01 111,175 Sq. Ft. 746,261.00
20.02 83,533 Sq. Ft. 559,560.00
20.03 90,454 Sq. Ft. 485,956.00
20.04 112,254 Sq. Ft. 612,693.00
20.05 91,932 Sq. Ft. 446,012.00
20.06 178,663 Sq. Ft. 460,483.00
20.07 34,660 Sq. Ft. 251,736.00
21 80.00% 71.32% 579,576 Sq. Ft. 66.67 3,486,729.10
- -------------------------------------------------------------------------------------------------------
21.01 113,101 Sq. Ft. 1,044,529.47
21.02 236,740 Sq. Ft. 794,298.39
21.03 76,500 Sq. Ft. 494,066.52
21.04 60,000 Sq. Ft. 489,559.50
21.05 35,250 Sq. Ft. 387,361.44
21.06 57,985 Sq. Ft. 276,913.78
Various 80.00% 68.37% 1,018 Pads 36,031.43 3,051,664.00
- -------------------------------------------------------------------------------------------------------
56 80.00% 68.37% 354 Pads 32,316.38 951,134.00
63 80.00% 68.37% 315 Pads 31,238.10 807,874.00
79 80.00% 68.37% 156 Pads 51,794.87 674,680.00
86 80.00% 68.37% 193 Pads 37,927.46 617,976.00
23 75.71% 68.75% 1,039 Units 34,648.70 3,334,877.37
- -------------------------------------------------------------------------------------------------------
23.01 450 Units 1,375,356.92
23.02 337 Units 1,160,553.68
23.03 252 Units 798,966.77
Various 80.01% 68.37% 836 Pads 36,531.10 2,506,491.00
- -------------------------------------------------------------------------------------------------------
62 80.00% 68.37% 250 Pads 39,584.00 725,662.00
93 80.05% 68.41% 171 Pads 37,918.13 555,422.00
96 80.00% 68.37% 173 Pads 36,994.22 546,283.00
109 80.00% 68.37% 139 Pads 35,107.91 424,271.00
169 80.00% 68.37% 103 Pads 27,961.17 254,853.00
Various 75.08% 62.38% 403 Units 67,160.63 2,210,365.39
- -------------------------------------------------------------------------------------------------------
117 77.12% 64.07% 58 Units 78,451.81 356,952.83
123 79.83% 66.32% 46 Units 93,711.31 368,245.78
138 59.21% 49.20% 123 Units 31,436.39 325,064.66
170 79.83% 66.32% 40 Units 71,845.34 225,269.79
191 79.83% 66.32% 31 Units 69,527.75 177,149.57
211 79.83% 66.32% 16 Units 104,774.45 134,942.10
214 71.16% 59.12% 15 Units 104,375.31 120,411.79
215 79.83% 66.32% 19 Units 79,828.15 123,574.63
221 78.90% 65.55% 16 Units 84,817.41 109,764.46
223 79.83% 66.32% 13 Units 101,320.35 108,132.32
230 79.83% 66.32% 18 Units 55,436.22 89,542.22
232 79.83% 66.32% 8 Units 109,763.71 71,315.23
Various 74.09% 61.55% 368 Units 65,733.50 1,979,478.27
- -------------------------------------------------------------------------------------------------------
120 72.39% 60.14% 60 Units 73,591.58 349,478.84
139 67.50% 56.08% 88 Units 43,338.52 300,359.08
162 73.82% 61.33% 35 Units 87,525.87 239,601.88
176 79.83% 66.32% 60 Units 45,235.95 270,955.61
205 76.50% 63.56% 28 Units 61,474.81 135,306.84
208 77.11% 64.06% 15 Units 113,089.89 138,304.46
209 75.39% 62.64% 24 Units 70,681.18 134,617.70
218 78.78% 65.45% 18 Units 83,154.33 120,349.68
220 79.83% 66.32% 16 Units 84,817.41 109,046.38
225 73.08% 60.71% 12 Units 103,527.14 96,313.52
231 72.07% 59.87% 12 Units 81,075.47 85,144.28
Various 75.70% 62.89% 326 Units 69,430.29 1,865,044.13
- -------------------------------------------------------------------------------------------------------
107 79.83% 66.32% 70 Units 70,134.74 394,381.78
182 80.33% 66.74% 26 Units 98,864.10 210,380.31
184 71.76% 59.62% 36 Units 69,766.48 219,435.52
187 76.45% 63.51% 33 Units 71,815.10 197,141.65
190 75.34% 62.59% 36 Units 62,781.52 188,034.17
194 71.91% 59.75% 36 Units 57,930.85 174,736.73
202 70.45% 58.53% 28 Units 62,900.31 137,030.27
213 73.25% 60.86% 18 Units 89,529.49 131,507.99
228 79.83% 66.32% 16 Units 62,365.75 82,896.18
229 71.28% 59.22% 16 Units 62,365.75 82,071.16
233 79.83% 66.32% 11 Units 50,799.73 47,428.38
39 54.00% 23.43% 306 Rooms 50,469.10 2,400,500.33
- -------------------------------------------------------------------------------------------------------
39.01 116 Rooms 955,538.31
39.02 102 Rooms 897,996.53
39.03 88 Rooms 546,965.49
Various 60.30% 60.30% 88,510 Sq. Ft. 162.82 1,617,722.37
- -------------------------------------------------------------------------------------------------------
147 64.88% 64.88% 13,824 Sq. Ft. 246.38 360,752.53
155 58.35% 58.35% 13,813 Sq. Ft. 228.12 364,993.32
174 63.02% 63.02% 13,813 Sq. Ft. 200.75 293,452.62
204 63.13% 63.13% 10,055 Sq. Ft. 172.65 179,560.00
210 54.42% 54.42% 14,335 Sq. Ft. 117.68 226,812.84
212 55.27% 55.27% 22,670 Sq. Ft. 73.14 192,151.06
Various 78.86% 65.30% 32,376 Sq. Ft. 323.94 836,936.14
- -------------------------------------------------------------------------------------------------------
74 79.55% 65.88% 28,259 Sq. Ft. 318.11 718,041.20
217 74.91% 62.03% 4,117 Sq. Ft. 363.92 118,894.94
Various 80.00% 68.23% 280 Pads 30,285.71 686,940.00
- -------------------------------------------------------------------------------------------------------
106 80.00% 68.23% 174 Pads 28,505.75 375,999.00
144 80.00% 68.23% 106 Pads 33,207.55 310,941.00
Various 80.54% 70.24% 21,210 Sq. Ft. 282.89 493,043.51
- -------------------------------------------------------------------------------------------------------
129 80.77% 70.45% 14,490 Sq. Ft. 289.86 344,985.16
201 80.00% 69.77% 6,720 Sq. Ft. 267.86 148,058.35
102 61.31% 0.00% 104,443 Sq. Ft. 49.31 621,759.00
- -------------------------------------------------------------------------------------------------------
102.01 65,950 Sq. Ft. 394,774.14
102.02 38,493 Sq. Ft. 226,985.42
[THIS PAGE INTENTIONALLY LEFT BLANK]
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C21
ANNEX A-6 DEBT SERVICE PAYMENT SCHEDULE FOR FBI OFFICE BUILDING
- ---------
LOAN PAY PERIOD Debt Service ($) LOAN PAY PERIOD Debt Service ($)
- -------------------- --------------------------- ----------------- ---------------------------
1 81,936.67 61 104,152.83
2 84,667.89 62 104,152.83
3 81,936.67 63 104,152.83
4 84,667.89 64 104,152.83
5 84,667.89 65 104,152.83
6 76,474.22 66 104,152.83
7 84,667.89 67 104,152.83
8 81,936.67 68 104,152.83
9 84,667.89 69 104,152.83
10 81,936.67 70 104,152.83
11 84,667.89 71 104,152.83
12 84,667.89 72 104,152.83
13 81,936.67 73 104,152.83
14 84,667.89 74 104,152.83
15 81,936.67 75 104,152.83
16 84,667.89 76 104,152.83
17 84,667.89 77 104,152.83
18 76,474.22 78 104,152.83
19 84,667.89 79 104,152.83
20 81,936.67 80 104,152.83
21 84,667.89 81 104,152.83
22 81,936.67 82 104,152.83
23 84,667.89 83 104,152.83
24 84,667.89 84 104,152.83
25 81,936.67 85 104,152.83
26 84,667.89 86 104,152.83
27 81,936.67 87 104,152.83
28 84,667.89 88 104,152.83
29 84,667.89 89 104,152.83
30 79,205.44 90 104,152.83
31 84,667.89 91 104,152.83
32 81,936.67 92 104,152.83
33 84,667.89 93 104,152.83
34 81,936.67 94 104,152.83
35 84,667.89 95 104,152.83
36 84,667.89 96 104,152.83
37 81,936.67 97 104,152.83
38 84,667.89 98 104,152.83
39 81,936.67 99 104,152.83
40 84,667.89 100 104,152.83
41 84,667.89 101 104,152.83
42 76,474.22 102 104,152.83
43 84,667.89 103 104,152.83
44 81,936.67 104 104,152.83
45 84,667.89 105 104,152.83
46 81,936.67 106 104,152.83
47 84,667.89 107 104,152.83
48 84,667.89 108 104,152.83
49 100,419.05 109 104,152.83
50 100,419.05 110 104,152.83
51 100,419.05 111 104,152.83
52 100,419.05 112 104,152.83
53 100,419.05 113 104,152.83
54 100,419.05 114 104,152.83
55 100,419.05 115 104,152.83
56 100,419.05 116 104,152.83
57 100,419.05 117 104,152.83
58 104,152.83 118 109,301.51
59 104,152.83 119 109,301.51
60 104,152.83 120 17,159,301.51
[THIS PAGE INTENTIONALLY LEFT BLANK]
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2005-C21
ANNEX A-7 DEBT SERVICE PAYMENT SCHEDULE FOR ABBOTT LABORATORIES
- ---------
LOAN PAY PERIOD DEBT SERVICE ($) LOAN PAY PERIOD DEBT SERVICE ($)
- --------------- --------------------- --------------------- ----------------------
1 67,076.73 61 80,813.14
2 64,912.97 62 80,813.14
3 67,076.73 63 80,813.14
4 64,912.97 64 80,813.14
5 67,076.73 65 80,813.14
6 67,076.73 66 80,813.14
7 60,585.44 67 80,813.14
8 67,076.73 68 80,813.14
9 64,912.97 69 80,813.14
10 67,076.73 70 80,813.14
11 64,912.97 71 92,936.95
12 67,076.73 72 92,936.95
13 67,076.73 73 92,936.95
14 64,912.97 74 92,936.95
15 67,076.73 75 92,936.95
16 64,912.97 76 92,936.95
17 67,076.73 77 92,936.95
18 67,076.73 78 92,936.95
19 60,585.44 79 92,936.95
20 67,076.73 80 92,936.95
21 64,912.97 81 92,936.95
22 67,076.73 82 92,936.95
23 64,912.97 83 92,936.95
24 67,076.73 84 92,936.95
25 70,275.04 85 92,936.95
26 70,275.04 86 92,936.95
27 70,275.04 87 92,936.95
28 70,275.04 88 92,936.95
29 70,275.04 89 92,936.95
30 70,275.04 90 92,936.95
31 70,275.04 91 92,936.95
32 70,275.04 92 92,936.95
33 70,275.04 93 92,936.95
34 70,275.04 94 92,936.95
35 80,813.14 95 92,936.95
36 80,813.14 96 92,936.95
37 80,813.14 97 92,936.95
38 80,813.14 98 92,936.95
39 80,813.14 99 92,936.95
40 80,813.14 100 92,936.95
41 80,813.14 101 92,936.95
42 80,813.14 102 92,936.95
43 80,813.14 103 92,936.95
44 80,813.14 104 92,936.95
45 80,813.14 105 92,936.95
46 80,813.14 106 92,936.95
47 80,813.14 107 106,877.49
48 80,813.14 108 106,877.49
49 80,813.14 109 106,877.49
50 80,813.14 110 106,877.49
51 80,813.14 111 106,877.49
52 80,813.14 112 106,877.49
53 80,813.14 113 106,877.49
54 80,813.14 114 106,877.49
55 80,813.14 115 106,877.49
56 80,813.14 116 106,877.49
57 80,813.14 117 106,877.49
58 80,813.14 118 106,877.49
59 80,813.14 119 106,877.49
60 80,813.14 120 12,856,877.49
[THIS PAGE INTENTIONALLY LEFT BLANK]
ANNEX B
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION DATE STATEMENT
TABLE OF CONTENTS
===================================================================
STATEMENT SECTIONS PAGE(S)
------------------ -------
Certificate Distribution Detail 2
Certificate Factor Detail 3
Reconciliation Detail 4
Other Required Information 5
Cash Reconciliation Detail 6
Ratings Detail 7
Current Mortgage Loan and Property Stratification Tables 8-16
Mortgage Loan Detail 17
Principal Prepayment Detail 18
Historical Detail 19
Delinquency Loan Detail 20
Specially Serviced Loan Detail 21-22
Modified Loan Detail 23
Liquidated Loan Detail 24
Bond / Collateral Realized Loss Reconciliation 25
===================================================================
ISSUER MASTER SERVICER SPECIAL SERVICER
================================================ ========================================= =======================================
Wachovia Commercial Mortgage Securities, Inc. Wachovia Bank, National Association LNR Partners, Inc.
301 South College Street 301 S. College Street 1601 Washington Avenue
Charlotte, NC 28288-1016 NC 0170 Suite 800
Charlotte, NC 28288 Miami Beach, FL 33139
Contact: Tim Steward Contact: Timothy S. Ryan Contact: Vickie Taylor
Phone Number: (704) 593-7822 Phone Number: (704) 593-7878 Phone Number: (305) 229-6614
================================================ ========================================= =======================================
This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 1 of 25
B-1
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE DISTRIBUTION DETAIL
==============================================================================================================
Pass-Through Original Beginning Principal Interest Prepayment
Class CUSIP Rate Balance Balance Distribution Distribution Premium
==============================================================================================================
A-1 0.000000% 0.00 0.00 0.00 0.00 0.00
A-2PFL 0.000000% 0.00 0.00 0.00 0.00 0.00
A-2C 0.000000% 0.00 0.00 0.00 0.00 0.00
A-3 0.000000% 0.00 0.00 0.00 0.00 0.00
A-PB 0.000000% 0.00 0.00 0.00 0.00 0.00
A-4 0.000000% 0.00 0.00 0.00 0.00 0.00
A-1A 0.000000% 0.00 0.00 0.00 0.00 0.00
A-MFL 0.000000% 0.00 0.00 0.00 0.00 0.00
A-MFX 0.000000% 0.00 0.00 0.00 0.00 0.00
A-J 0.000000% 0.00 0.00 0.00 0.00 0.00
B 0.000000% 0.00 0.00 0.00 0.00 0.00
C 0.000000% 0.00 0.00 0.00 0.00 0.00
D 0.000000% 0.00 0.00 0.00 0.00 0.00
E 0.000000% 0.00 0.00 0.00 0.00 0.00
F 0.000000% 0.00 0.00 0.00 0.00 0.00
G 0.000000% 0.00 0.00 0.00 0.00 0.00
H 0.000000% 0.00 0.00 0.00 0.00 0.00
J 0.000000% 0.00 0.00 0.00 0.00 0.00
K 0.000000% 0.00 0.00 0.00 0.00 0.00
L 0.000000% 0.00 0.00 0.00 0.00 0.00
M 0.000000% 0.00 0.00 0.00 0.00 0.00
N 0.000000% 0.00 0.00 0.00 0.00 0.00
O 0.000000% 0.00 0.00 0.00 0.00 0.00
P 0.000000% 0.00 0.00 0.00 0.00 0.00
R-I 0.000000% 0.00 0.00 0.00 0.00 0.00
R-II 0.000000% 0.00 0.00 0.00 0.00 0.00
Z 0.000000% 0.00 0.00 0.00 0.00 0.00
==============================================================================================================
Totals 0.00 0.00 0.00 0.00 0.00
==============================================================================================================
==================================================================
Realized Loss/ Current
Additional Trust Total Ending Subordination
Class Fund Expenses Distribution Balance Level(1)
==================================================================
A-1 0.00 0.00 0.00 0.00
A-2PFL 0.00 0.00 0.00 0.00
A-2C 0.00 0.00 0.00 0.00
A-3 0.00 0.00 0.00 0.00
A-PB 0.00 0.00 0.00 0.00
A-4 0.00 0.00 0.00 0.00
A-1A 0.00 0.00 0.00 0.00
A-MFL 0.00 0.00 0.00 0.00
A-MFX 0.00 0.00 0.00 0.00
A-J 0.00 0.00 0.00 0.00
B 0.00 0.00 0.00 0.00
C 0.00 0.00 0.00 0.00
D 0.00 0.00 0.00 0.00
E 0.00 0.00 0.00 0.00
F 0.00 0.00 0.00 0.00
G 0.00 0.00 0.00 0.00
H 0.00 0.00 0.00 0.00
J 0.00 0.00 0.00 0.00
K 0.00 0.00 0.00 0.00
L 0.00 0.00 0.00 0.00
M 0.00 0.00 0.00 0.00
N 0.00 0.00 0.00 0.00
O 0.00 0.00 0.00 0.00
P 0.00 0.00 0.00 0.00
R-I 0.00 0.00 0.00 0.00
R-II 0.00 0.00 0.00 0.00
Z 0.00 0.00 0.00 0.00
==================================================================
Totals 0.00 0.00 0.00 0.00
==================================================================
=====================================================================================================================
Original Beginning Ending
Pass-Through Notional Notional Interest Prepayment Total Notional
Class CUSIP Rate Amount Amount Distribution Premium Distribution Amount
=====================================================================================================================
X-C 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00
X-P 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00
=====================================================================================================================
(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending balance of the designated class and
(ii) the ending certificate balance of all classes which are not subordinate to
the designated class and dividing the result by (A).
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 2 of 25
B-2
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE FACTOR DETAIL
=================================================================================================================
Realized Loss/
Beginning Principal Interest Prepayment Additional Trust Ending
Class CUSIP Balance Distribution Distribution Premium Fund Expenses Balance
=================================================================================================================
A-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-2PFL 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-2C 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-3 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-PB 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-1A 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-MFL 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-MFX 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-J 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
C 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
D 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
E 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
F 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
G 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
H 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
J 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
K 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
L 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
M 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
N 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
O 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
P 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R-I 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R-II 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
Z 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
=================================================================================================================
============================================================================
Beginning Ending
Notional Interest Prepayment Notional
Class CUSIP Amount Distribution Premium Amount
============================================================================
X-C 0.00000000 0.00000000 0.00000000 0.00000000
X-P 0.00000000 0.00000000 0.00000000 0.00000000
============================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 3 of 25
B-3
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
RECONCILIATION DETAIL
ADVANCE SUMMARY SERVICING FEE SUMMARY
P & I Advances Outstanding 0.00 Current Period Accrued Servicing Fees 0.00
Servicing Advances Outstanding 0.00 Less Servicing Fees on Delinquent Payments 0.00
Reimbursements for Interest on P & I 0.00 Less Reductions to Servicing Fees 0.00
Advances paid from general collections Plus Servicing Fees on Delinquent Payments Received 0.00
Reimbursements for Interest on Servicing 0.00 Plus Adjustments for Prior Servicing Calculation 0.00
Advances paid from general collections Total Servicing Fees Collected 0.00
CERTIFICATE INTEREST RECONCILIATION
====================================================================================================================================
Accrued Uncovered Certificate Unpaid Optimal Interest Interest
Certificate Prepayment Indemnification Deferred Interest Interest Distribution Shortfall Interest
Class Interest Interest Shortfall Expenses Amount Shortfall Amount Amount Amount Distribution
====================================================================================================================================
A-1
A-2PFL
A-2C
A-3
A-PB
A-4
A-1A
X-C
X-P
A-MFL
A-MFX
A-J
B
C
D
E
F
G
H
J
K
L
M
N
O
P
====================================================================================================================================
Total
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 4 of 25
B-4
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER REQUIRED INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
Available Distribution Amount 0.00 Additional Trust Fund Expenses/(Gains) 0.00
Fees Paid to Special Servicer 0.00
Interest on Advances 0.00
Other Expenses of Trust 0.00
Aggregate Number of Outstanding Loans 0
Aggregate Unpaid Principal Balance of Loans 0.00 Appraisal Reduction Amount
Aggregate Stated Principal Balance of Loans 0.00 ====================================================
Appraisal Cumulative Most Recent
Loan Reduction ASER App. Red.
Aggregate Amount of Servicing Fee 0.00 Number Effected Amount Date
Aggregate Amount of Special Servicing Fee 0.00 ====================================================
Aggregate Amount of Trustee Fee 0.00
Aggregate Stand-by Fee 0.00
Aggregate Paying Agent Fee 0.00
Aggregate Trust Fund Expenses
====================================================
Total
====================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 5 of 25
B-5
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CASH RECONCILIATION DETAIL
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL FUNDS COLLECTED TOTAL FUNDS DISTRIBUTED
INTEREST: FEES:
Interest paid or advanced 0.00 Master Servicing Fee 0.00
Interest reductions due to Non-Recoverability Trustee Fee 0.00
Determinations 0.00 Certificate Administration Fee 0.00
Interest Adjustments 0.00 Insurer Fee 0.00
Deferred Interest 0.00 Miscellaneous Fee 0.00
Net Prepayment Interest Shortfall 0.00 ------
Net Prepayment Interest Excess 0.00 TOTAL FEES 0.00
Extension Interest 0.00
Interest Reserve Withdrawal 0.00 ADDITIONAL TRUST FUND EXPENSES:
------ Reimbursement for Interest on Advances 0.00
TOTAL INTEREST COLLECTED 0.00 ASER Amount 0.00
Special Servicing Fee 0.00
Rating Agency Expenses 0.00
PRINCIPAL: Attorney Fees & Expenses 0.00
Scheduled Principal 0.00 Bankruptcy Expense 0.00
Unscheduled Principal 0.00 Taxes Imposed on Trust Fund 0.00
Principal Prepayments 0.00 Non-Recoverable Advances 0.00
Collection of Principal after Maturity Date 0.00 Other Expenses 0.00
Recoveries from Liquidation and Insurance ------
Proceeds 0.00 TOTAL ADDITIONAL TRUST FUND EXPENSES 0.00
Excess of Prior Principal Amounts paid 0.00
Curtailments 0.00 INTEREST RESERVE DEPOSIT 0.00
Negative Amortization 0.00
Principal Adjustments 0.00
------
TOTAL PRINCIPAL COLLECTED 0.00 PAYMENTS TO CERTIFICATEHOLDERS & OTHERS:
Interest Distribution 0.00
OTHER: Principal Distribution 0.00
Prepayment Penalties/Yield Maintenance 0.00 Prepayment Penalties/Yield Maintenance 0.00
Repayment Fees 0.00 Borrower Option Extension Fees 0.00
Borrower Option Extension Fees 0.00 Equity Payments Paid 0.00
Equity Payments Received 0.00 Net Swap Counterparty Payments Paid 0.00
Net Swap Counterparty Payments Received 0.00 ------
------ TOTAL PAYMENTS TO CERTIFICATEHOLDERS & OTHERS 0.00
TOTAL OTHER COLLECTED 0.00 ------
------ TOTAL FUNDS DISTRIBUTED 0.00
TOTAL FUNDS COLLECTED 0.00 ======
======
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 6 of 25
B-6
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
RATINGS DETAIL
===============================================================================
Original Ratings Current Ratings (1)
------------------------- -------------------------
Class CUSIP Fitch Moody's S&P Fitch Moody's S&P
===============================================================================
A-1
A-2PFL
A-2C
A-3
A-PB
A-4
A-1A
X-C
X-P
A-MFL
A-MFX
A-J
B
C
D
E
F
G
H
J
K
L
M
N
O
P
===============================================================================
NR - Designates that the class was not rated by the above agency at the time
of original issuance.
X - Designates that the above rating agency did not rate any classes in this
transaction at the time of original issuance.
N/A - Data not available this period.
1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent to
issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the
applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained.
Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.
Fitch, Inc. Moody's Investors Service Standard & Poor's Rating Services
One State Street Plaza 99 Church Street 55 Water Street
New York, New York 10004 New York, New York 10007 New York, New York 10041
(212) 908-0500 (212) 553-0300 (212) 438-2430
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 7 of 25
B-7
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
AGGREGATE POOL
SCHEDULED BALANCE STATE (3)
=============================================================== ===============================================================
% of % of
Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Balance loans Balance Bal. (2) WAC Avg DSCR (1) State Props. Balance Bal. (2) WAC Avg DSCR (1)
=============================================================== ===============================================================
=============================================================== ===============================================================
Totals Totals
=============================================================== ===============================================================
See footnotes on last page of this section.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 8 of 25
B-8
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
AGGREGATE POOL
DEBT SERVICE COVERAGE RATIO PROPERTY TYPE (3)
================================================================ ================================================================
% of % of
Debt Service # of Scheduled Agg. WAM Weighted Property # of Scheduled Agg. WAM Weighted
Coverage Ratio loans Balance Bal. (2) WAC Avg DSCR (1) Type Props Balance Bal. (2) WAC Avg DSCR (1)
================================================================ ================================================================
================================================================ ================================================================
Totals Totals
================================================================ ================================================================
NOTE RATE SEASONING
================================================================ ================================================================
% of % of
Note # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Rate loans Balance Bal. (2) WAC Avg DSCR (1) Seasoning loans Balance Bal. (2) WAC Avg DSCR (1)
================================================================ ================================================================
================================================================ ================================================================
Totals Totals
================================================================ ================================================================
See footnotes on last page of this section.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 9 of 25
B-9
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
AGGREGATE POOL
ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS) REMAINING STATED TERM (FULLY AMORTIZING LOANS)
==================================================================== ============================================================
Anticipated % of Weighted Remaining % of Weighted
Remaining # of Scheduled Agg. WAM Avg Stated # of Scheduled Agg. WAM Avg
Term (2) loans Balance Bal. (2) WAC DSCR (1) Term loans Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS) AGE OF MOST RECENT NOI
==================================================================== ============================================================
Remaining % of Weighted Age of % of Weighted
Amortization # of Scheduled Agg. WAM Avg Most # of Scheduled Agg. WAM Avg
Term loans Balance Bal. (2) WAC DSCR (1) Recent NOI loans Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 10 of 25
B-10
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
GROUP I
SCHEDULED BALANCE STATE (3)
==================================================================== ============================================================
% of Weighted % of Weighted
Scheduled # of Scheduled Agg. WAM Avg # of Scheduled Agg. WAM Avg
Balance loans Balance Bal. (2) WAC DSCR (1) State Props. Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
See footnotes on last page of this section.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 11 of 25
B-11
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
GROUP I
DEBT SERVICE COVERAGE RATIO PROPERTY TYPE (3)
==================================================================== ============================================================
Debt Service % of Weighted % of Weighted
Coverage # of Scheduled Agg. WAM Avg Property # of Scheduled Agg. WAM Avg
Ratio loans Balance Bal. (2) WAC DSCR (1) Type Props. Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
NOTE RATE SEASONING
==================================================================== ============================================================
% of Weighted % of Weighted
# of Scheduled Agg. WAM Avg # of Scheduled Agg. WAM Avg
Note Rate loans Balance Bal. (2) WAC DSCR (1) Seasoning loans Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
See footnotes on last page of this section.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 12 of 25
B-12
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
GROUP I
ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS) REMAINING STATED TERM (FULLY AMORTIZING LOANS)
==================================================================== ============================================================
Anticipated % of Weighted Remaining % of Weighted
Remaining # of Scheduled Agg. WAM Avg Stated # of Scheduled Agg. WAM Avg
Term (2) loans Balance Bal. (2) WAC DSCR (1) Term loans Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS) AGE OF MOST RECENT NOI
==================================================================== ============================================================
Remaining % of Weighted Age of % of Weighted
Amortization # of Scheduled Agg. WAM Avg Most # of Scheduled Agg. WAM Avg
Term loans Balance Bal. (2) WAC DSCR (1) Recent NOI loans Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 13 of 25
B-13
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
GROUP II
SCHEDULED BALANCE STATE (3)
==================================================================== ============================================================
% of Weighted % of Weighted
Scheduled # of Scheduled Agg. WAM Avg # of Scheduled Agg. WAM Avg
Balance loans Balance Bal. (2) WAC DSCR (1) State Props. Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
See footnotes on last page of this section.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 14 of 25
B-14
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
GROUP II
DEBT SERVICE COVERAGE RATIO PROPERTY TYPE (3)
==================================================================== ============================================================
Debt Service % of Weighted % of Weighted
Coverage # of Scheduled Agg. WAM Avg Property # of Scheduled Agg. WAM Avg
Ratio loans Balance Bal. (2) WAC DSCR (1) Type Props. Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
NOTE RATE SEASONING
==================================================================== ============================================================
% of Weighted % of Weighted
# of Scheduled Agg. WAM Avg # of Scheduled Agg. WAM Avg
Note Rate loans Balance Bal. (2) WAC DSCR (1) Seasoning loans Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
See footnotes on last page of this section.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 15 of 25
B-15
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
GROUP II
ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS) REMAINING STATED TERM (FULLY AMORTIZING LOANS)
==================================================================== ============================================================
Anticipated % of Weighted Remaining % of Weighted
Remaining # of Scheduled Agg. WAM Avg Stated # of Scheduled Agg. WAM Avg
Term (2) loans Balance Bal. (2) WAC DSCR (1) Term loans Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS) AGE OF MOST RECENT NOI
==================================================================== ============================================================
Remaining % of Weighted Age of % of Weighted
Amortization # of Scheduled Agg. WAM Avg Most # of Scheduled Agg. WAM Avg
Term loans Balance Bal. (2) WAC DSCR (1) Recent NOI loans Balance Bal. (2) WAC DSCR (1)
==================================================================== ============================================================
====================================================================== ============================================================
Totals Totals
====================================================================== ============================================================
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 16 of 25
B-16
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
MORTGAGE LOAN DETAIL
====================================================================================================================================
Anticipated Neg. Beginning Ending
Loan Property Interest Principal Gross Repayment Maturity Amort Scheduled Scheduled
Number ODCR Type (1) City State Payment Payment Coupon Date Date (Y/N) Balance Balance
====================================================================================================================================
====================================================================================================================================
Totals
====================================================================================================================================
==================================================================
Paid Appraisal Appraisal
Loan Thru Reduction Reduction Res. Strat. Mod. Code
Number Date Date Amount (2) (3)
==================================================================
==================================================================
Totals
==================================================================
(1) Property Type Code (2) Resolution Strategy Code (3) Modification Code
---------------------- ---------------------------- ---------------------
- - Multi-Family OF - Office 1 - Modification 6 - DPO 10 - Deed in Lieu Of 1 - Maturity Date
- - Retail MU - Mixed Use 2 - Foreclosure - REO Foreclosure Extension
- - Health Care LO - Lodging 3 - Bankruptcy - Resolved 11 - Full Payoff 2 - Authorization Change
- - Industrial SS - Self Storage 4 - Extension - Pending Return 12 - Reps and Warranties 3 - Principal Write-Off
- - Warehouse OT - Other 5 - Note Sale to Master Servicer 13 - Other or TBD 4 - Combination
- - Mobile Home Park
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 17 of 25
B-17
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL PREPAYMENT DETAIL
====================================================================================================================================
Principal Prepayment Amount Prepayment Penalities
Offering Document -------------------------------------------------------------------------------------------
Loan Number Cross-Reference Payoff Amount Curtailment Amount Percentage Premium Yield Maintenance Charge
====================================================================================================================================
====================================================================================================================================
Totals
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 18 of 25
B-18
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
HISTORICAL DETAIL
=======================================================================================================================
Delinquencies
- -----------------------------------------------------------------------------------------------------------------------
Distribution 30-59 Days 60-89 Days 90 Days or More Foreclosure REO Modifications
Date # Balance # Balance # Balance # Balance # Balance # Balance
=======================================================================================================================
=======================================================================================================================
================================================================================
Prepayments Rate and Maturities
- --------------------------------------------------------------------------------
Distribution Curtailments Payoff Next Weighted Avg.
Date # Balance # Balance Coupon Remit WAM
================================================================================
================================================================================
Note: Foreclosure and REO Totals are excluded from the delinquencies.
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 19 of 25
B-19
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
DELINQUENCY LOAN DETAIL
====================================================================================================================================
Offering # of Paid Current Outstanding Status of Resolution Servicing
Loan Document Months Through P & I P & I Mortgage Strategy Transfer
Number Cross-Reference Delinq. Date Advances Advances ** Loan (1) Code (2) Date
====================================================================================================================================
====================================================================================================================================
Totals
====================================================================================================================================
======================================================================================
Current Outstanding
Loan Foreclosure Servicing Servicing Bankruptcy REO
Number Date Advances Advances Date Date
======================================================================================
======================================================================================
Totals
======================================================================================
(1) Status of Mortgage Loan (2) Resolution Strategy Code
--------------------------- ----------------------------
A - Payments Not Received 2 - Two Months Delinquent 1 - Modification 6 - DPO 10 - Deed in Lieu Of
But Still in Grace Period 3 - Three or More Months Delinquent 2 - Foreclosure - REO Foreclosure
B - Late Payment But Less 4 - Assumed Scheduled Payment 3 - Bankruptcy - Resolved 11 - Full Payoff
Than 1 Month Delinquent (Performing Matured Loan) 4 - Extension - Pending Return 12 - Reps and
0 - Current 7 - Foreclosure 5 - Note Sale to Master Servicer Warranties
1 - One Month Delinquent 9 - REO 13 - Other or TBD
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 20 of 25
B-20
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
SPECIALLY SERVICED LOAN DETAIL - PART 1
====================================================================================================================================
Offering Servicing Resolution
Distribution Loan Document Transfer Strategy Scheduled Property Interest Actual
Date Number Cross-Reference Date Code (1) Balance Type (2) State Rate Balance
====================================================================================================================================
=======================================================================================================================
====================================================================================
Net Remaining
Distribution Operating NOI Note Maturity Amortization
Date Income Date DSCR Date Date Term
====================================================================================
====================================================================================
(1) Resolution Strategy Code (2) Property Type Code
---------------------------- ----------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of - Multi-Family - Office
2 - Foreclosure - REO Foreclosure RT - Retail MU - Mixed Use
3 - Bankruptcy - Resolved 11 - Full Payoff - Health Care LO - Lodging
4 - Extension - Pending Return 12 - Reps and IN - Industrial SS - Self Storage
5 - Note Sale to Master Servicer Warranties WH - Warehouse OT - Other
13 - Other or TBD - Mobile Home Park
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 21 of 25
B-21
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
SPECIALLY SERVICED LOAN DETAIL - PART 2
====================================================================================================================================
Offering Resolution Site Other REO
Distribution Loan Document Strategy Inspection Phase 1 Appraisal Appraisal Property
Date Number Cross-Reference Code (1) Date Date Date Value Revenue Comment
====================================================================================================================================
====================================================================================================================================
(1) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure - REO Foreclosure
3 - Bankruptcy - Resolved 11 - Full Payoff
4 - Extension - Pending Return 12 - Reps and
5 - Note Sale to Master Servicer Warranties
13 - Other or TBD
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 22 of 25
B-22
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
MODIFIED LOAN DETAIL
===================================================================================================
Offering
Loan Document Pre-Modification Modification
Number Cross-Reference Balance Date Modification Description
===================================================================================================
===================================================================================================
Totals
===================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 23 of 25
B-23
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
LIQUIDATED LOAN DETAIL
===================================================================================================================
Final Recovery Offering Gross Proceeds
Loan Determination Document Appraisal Appraisal Actual Gross as a % of
Number Date Cross-Reference Date Value Balance Proceeds Actual Balance
===================================================================================================================
===================================================================================================================
Current Total
===================================================================================================================
Cumulative Total
===================================================================================================================
================================================================================================
Aggregate Net Net Proceeds Repurchased
Loan Liquidation Liquidation as a % of Realized by Seller
Number Expenses* Proceeds Actual Balance Loss (Y/N)
================================================================================================
================================================================================================
Current Total
================================================================================================
Cumulative Total
================================================================================================
* Aggregate liquidation expenses also include outstanding P&I advances and unpaid fees
(servicing, trustee, etc.).
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 24 of 25
B-24
------------------------------------------
For Additional Information please contact
[WELLS FARGO LOGO OMITTED] WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. CTSLink Customer Service
WELLS FARGO BANK, N.A. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (301) 815-6600
CORPORATE TRUST SERVICES SERIES 2005-C21 Reports Available on the World Wide Web
9062 OLD ANNAPOLIS ROAD @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951 ------------------------------------------
PAYMENT DATE: 11/17/2005
RECORD DATE: 10/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
BOND/COLLATERAL REALIZED LOSS RECONCILIATION
====================================================================================================================================
Beginning Amounts Covered by Interest (Shortage)/
Balance of Aggregate Prior Realized Over-collateralization Excesses applied
Distribution Prospectus the Loan at Realized Loss Loss Applied and other to other
Date Id Liquidation on Loans to Certificates Credit Support Credit Support
====================================================================================================================================
====================================================================================================================================
Current Total
====================================================================================================================================
Cumulative Total
====================================================================================================================================
====================================================================================================================================
Modification Additional Current Recoveries of
Adjustments / (Recoveries) / Realized Loss Realized (Recoveries)/Realized
Distribution Appraisal Reduction Expenses applied Applied to Losses Paid Loss Applied to
Date Adjustment to Realized Losses Certificates as Cash Certificate Interest
====================================================================================================================================
====================================================================================================================================
Current Total
====================================================================================================================================
Cumulative Total
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 25 of 25
B-25
ANNEX C
CLASS X-P REFERENCE RATE SCHEDULE
INTEREST CLASS X-P
ACCRUAL PERIOD DISTRIBUTION DATE REFERENCE RATE
- ---------------- ------------------- -----------------
1 11/15/2005 5.28818%
2 12/15/2005 5.18901%
3 1/15/2006 5.18899%
4 2/15/2006 5.18898%
5 3/15/2006 5.18911%
6 4/15/2006 5.36288%
7 5/15/2006 5.18894%
8 6/15/2006 5.36285%
9 7/15/2006 5.18891%
10 8/15/2006 5.36282%
11 9/15/2006 5.36280%
12 10/15/2006 5.18887%
13 11/15/2006 5.36277%
14 12/15/2006 5.18882%
15 1/15/2007 5.18880%
16 2/15/2007 5.18878%
17 3/15/2007 5.18894%
18 4/15/2007 5.36264%
19 5/15/2007 5.18870%
20 6/15/2007 5.36260%
21 7/15/2007 5.18866%
22 8/15/2007 5.36255%
23 9/15/2007 5.36252%
24 10/15/2007 5.18859%
25 11/15/2007 5.36248%
26 12/15/2007 5.18855%
27 1/15/2008 5.36244%
28 2/15/2008 5.18851%
29 3/15/2008 5.18856%
30 4/15/2008 5.36237%
31 5/15/2008 5.18845%
32 6/15/2008 5.36233%
33 7/15/2008 5.18840%
34 8/15/2008 5.36229%
35 9/15/2008 5.36228%
36 10/15/2008 5.18836%
37 11/15/2008 5.36224%
38 12/15/2008 5.18831%
39 1/15/2009 5.18828%
40 2/15/2009 5.18825%
41 3/15/2009 5.18854%
42 4/15/2009 5.36208%
INTEREST CLASS X-P
ACCRUAL PERIOD DISTRIBUTION DATE REFERENCE RATE
- ---------------- ------------------- -----------------
43 5/15/2009 5.18816%
44 6/15/2009 5.36202%
45 7/15/2009 5.18810%
46 8/15/2009 5.36196%
47 9/15/2009 5.36193%
48 10/15/2009 5.18801%
49 11/15/2009 5.36187%
50 12/15/2009 5.18795%
51 1/15/2010 5.18791%
52 2/15/2010 5.18788%
53 3/15/2010 5.18821%
54 4/15/2010 5.36170%
55 5/15/2010 5.18778%
56 6/15/2010 5.36163%
57 7/15/2010 5.18798%
58 8/15/2010 5.37469%
59 9/15/2010 5.37587%
60 10/15/2010 5.19682%
61 11/15/2010 5.37780%
62 12/15/2010 5.20334%
63 1/15/2011 5.20328%
64 2/15/2011 5.20323%
65 3/15/2011 5.20371%
66 4/15/2011 5.37751%
67 5/15/2011 5.20305%
68 6/15/2011 5.37739%
69 7/15/2011 5.20294%
70 8/15/2011 5.37727%
71 9/15/2011 5.37722%
72 10/15/2011 5.20277%
73 11/15/2011 5.37710%
74 12/15/2011 5.20267%
75 1/15/2012 5.37699%
76 2/15/2012 5.20256%
77 3/15/2012 5.20271%
78 4/15/2012 5.37681%
79 5/15/2012 5.20238%
80 6/15/2012 5.37669%
81 7/15/2012 5.20226%
82 8/15/2012 5.37657%
83 9/15/2012 5.40631%
84 10/15/2012 5.23212%
C-1
[THIS PAGE INTENTIONALLY LEFT BLANK]
ANNEX D
CLASS A-PB
PLANNED PRINCIPAL BALANCE SCHEDULE
PERIOD DATE BALANCE
- ------------ ---------- ------------
0 10/27/05 148,510,000
1 11/15/05 148,510,000
2 12/15/05 148,510,000
3 01/15/06 148,510,000
4 02/15/06 148,510,000
5 03/15/06 148,510,000
6 04/15/06 148,510,000
7 05/15/06 148,510,000
8 06/15/06 148,510,000
9 07/15/06 148,510,000
10 08/15/06 148,510,000
11 09/15/06 148,510,000
12 10/15/06 148,510,000
13 11/15/06 148,510,000
14 12/15/06 148,510,000
15 01/15/07 148,510,000
16 02/15/07 148,510,000
17 03/15/07 148,510,000
18 04/15/07 148,510,000
19 05/15/07 148,510,000
20 06/15/07 148,510,000
21 07/15/07 148,510,000
22 08/15/07 148,510,000
23 09/15/07 148,510,000
24 10/15/07 148,510,000
25 11/15/07 148,510,000
26 12/15/07 148,510,000
27 01/15/08 148,510,000
28 02/15/08 148,510,000
29 03/15/08 148,510,000
30 04/15/08 148,510,000
31 05/15/08 148,510,000
32 06/15/08 148,510,000
33 07/15/08 148,510,000
34 08/15/08 148,510,000
35 09/15/08 148,510,000
36 10/15/08 148,510,000
37 11/15/08 148,510,000
38 12/15/08 148,510,000
39 01/15/09 148,510,000
40 02/15/09 148,510,000
41 03/15/09 148,510,000
42 04/15/09 148,510,000
43 05/15/09 148,510,000
44 06/15/09 148,510,000
45 07/15/09 148,510,000
46 08/15/09 148,510,000
47 09/15/09 148,510,000
48 10/15/09 148,510,000
49 11/15/09 148,510,000
50 12/15/09 148,510,000
51 01/15/10 148,510,000
52 02/15/10 148,510,000
53 03/15/10 148,510,000
54 04/15/10 148,510,000
55 05/15/10 148,510,000
56 06/15/10 148,510,000
57 07/15/10 148,510,000
58 08/15/10 148,510,000
PERIOD DATE BALANCE
- ------------ ---------- ------------
59 09/15/10 148,510,000
60 10/15/10 148,509,258
61 11/15/10 146,408,414
62 12/15/10 144,084,657
63 01/15/11 141,963,639
64 02/15/11 139,832,951
65 03/15/11 137,055,445
66 04/15/11 134,902,375
67 05/15/11 132,527,846
68 06/15/11 130,354,132
69 07/15/11 127,947,410
70 08/15/11 125,740,689
71 09/15/11 123,523,909
72 10/15/11 121,039,189
73 11/15/11 118,758,419
74 12/15/11 116,252,705
75 01/15/12 113,950,146
76 02/15/12 111,513,568
77 03/15/12 108,601,808
78 04/15/12 106,140,874
79 05/15/12 103,437,479
80 06/15/12 100,953,027
81 07/15/12 98,226,770
82 08/15/12 95,500,512
83 09/15/12 92,774,197
84 10/15/12 90,099,347
85 11/15/12 87,627,380
86 12/15/12 84,919,565
87 01/15/13 82,423,992
88 02/15/13 79,917,047
89 03/15/13 76,728,330
90 04/15/13 74,195,425
91 05/15/13 71,428,369
92 06/15/13 68,871,310
93 07/15/13 66,080,773
94 08/15/13 63,499,343
95 09/15/13 60,906,148
96 10/15/13 58,080,481
97 11/15/13 55,462,590
98 12/15/13 52,612,914
99 01/15/14 49,970,104
100 02/15/14 47,315,250
101 03/15/14 43,992,328
102 04/15/14 41,310,226
103 05/15/14 38,398,128
104 06/15/14 35,690,530
105 07/15/14 32,739,704
106 08/15/14 29,992,378
107 09/15/14 27,232,533
108 10/15/14 24,244,408
109 11/15/14 21,458,369
110 12/15/14 18,444,779
111 01/15/15 15,632,311
112 02/15/15 12,807,026
113 03/15/15 9,328,117
114 04/15/15 4,738,100
115 05/15/15 426
116 06/15/15 0
D-1
[THIS PAGE INTENTIONALLY LEFT BLANK]
PROSPECTUS
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
DEPOSITOR
Wachovia Commercial Mortgage Securities, Inc. will periodically offer
certificates in one or more series. Each series of certificates will represent
the entire beneficial ownership interest in a trust fund. Distributions on the
certificates of any series will be made only from the assets of the related
trust fund.
Neither the certificates nor any assets in the related trust fund will be
obligations of, or be guaranteed by, the depositor, any servicer or any of
their respective affiliates. Neither the certificates nor any assets in the
related trust fund will be guaranteed or insured by any governmental agency or
instrumentality or by any person, unless otherwise provided in the prospectus
supplement.
The primary assets of the trust fund may include:
o multifamily and commercial mortgage loans, including participations
therein;
o mortgage-backed securities evidencing interests in or secured by
multifamily and commercial mortgage loans, including participations
therein, and other mortgage-backed securities;
o direct obligations of the United States or other government agencies;
or
o a combination of the assets described above.
INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD REVIEW
THE INFORMATION APPEARING UNDER THE CAPTION "RISK FACTORS" ON PAGE 14 AND IN
THE PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY OFFERED CERTIFICATE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR
DETERMINED THAT THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
October 1, 2005
TABLE OF CONTENTS
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT ................................ 5
ADDITIONAL INFORMATION ..................................................... 6
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE .......................... 6
SUMMARY OF PROSPECTUS ...................................................... 7
RISK FACTORS ............................................................... 14
DESCRIPTION OF THE TRUST FUNDS ............................................. 34
General ................................................................... 34
Mortgage Loans--Leases .................................................... 34
CMBS ...................................................................... 38
Certificate Accounts ...................................................... 38
Credit Support ............................................................ 39
Cash Flow Agreements ...................................................... 39
Pre-Funding ............................................................... 39
YIELD CONSIDERATIONS ....................................................... 40
General ................................................................... 40
Pass-Through Rate ......................................................... 40
Payment Delays ............................................................ 40
Shortfalls in Collections of Interest Resulting from Prepayments .......... 40
Prepayment Considerations ................................................. 40
Weighted Average Life and Maturity ........................................ 42
Controlled Amortization Classes and Companion Classes ..................... 43
Other Factors Affecting Yield, Weighted Average Life and Maturity ......... 43
THE DEPOSITOR .............................................................. 45
USE OF PROCEEDS ............................................................ 45
DESCRIPTION OF THE CERTIFICATES ............................................ 46
General ................................................................... 46
Distributions ............................................................. 46
Distributions of Interest on the Certificates ............................. 47
Distributions of Principal of the Certificates ............................ 48
Components ................................................................ 48
Distributions on the Certificates in Respect of Prepayment Premiums or
in Respect of Equity Participations ..................................... 48
Allocation of Losses and Shortfalls ....................................... 48
Advances in Respect of Delinquencies ...................................... 49
Reports to Certificateholders ............................................. 49
Voting Rights ............................................................. 51
Termination ............................................................... 51
Book-Entry Registration and Definitive Certificates ....................... 52
DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS ........................ 53
General ................................................................... 53
Assignment of Mortgage Assets; Repurchases ................................ 53
Representations and Warranties; Repurchases ............................... 54
Certificate Account ....................................................... 55
Collection and Other Servicing Procedures ................................. 58
Realization upon Defaulted Mortgage Loans ................................. 59
Hazard Insurance Policies ................................................. 60
Due-on-Sale and Due-on-Encumbrance Provisions ............................. 61
Servicing Compensation and Payment of Expenses ............................ 61
2
Evidence as to Compliance ................................................. 62
Certain Matters Regarding the Master Servicer and the Depositor ........... 62
Events of Default ......................................................... 63
Rights upon Event of Default .............................................. 63
Amendment ................................................................. 64
List of Certificateholders ................................................ 65
The Trustee ............................................................... 65
Duties of the Trustee ..................................................... 65
Certain Matters Regarding the Trustee ..................................... 65
Resignation and Removal of the Trustee .................................... 65
DESCRIPTION OF CREDIT SUPPORT .............................................. 67
General ................................................................... 67
Subordinate Certificates .................................................. 67
Cross-Support Provisions .................................................. 67
Insurance or Guarantees with Respect to Mortgage Loans .................... 67
Letter of Credit .......................................................... 68
Certificate Insurance and Surety Bonds .................................... 68
Reserve Funds ............................................................. 68
Credit Support with Respect to CMBS ....................................... 68
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES ......................... 69
General ................................................................... 69
Types of Mortgage Instruments ............................................. 69
Leases and Rents .......................................................... 70
Personalty ................................................................ 70
Cooperative Loans ......................................................... 70
Junior Mortgages; Rights of Senior Lenders ................................ 71
Foreclosure ............................................................... 72
Bankruptcy Laws ........................................................... 76
Environmental Considerations .............................................. 78
Due-on-Sale and Due-on-Encumbrance ........................................ 80
Subordinate Financing ..................................................... 80
Default Interest and Limitations on Prepayments ........................... 80
Certain Laws and Regulations; Types of Mortgaged Properties ............... 80
Applicability of Usury Laws ............................................... 81
Servicemembers Civil Relief Act ........................................... 81
Americans with Disabilities Act ........................................... 81
Forfeiture in Drug, RICO and Money Laundering Violations .................. 82
Federal Deposit Insurance Act; Commercial Mortgage Loan Servicing ........ 82
MATERIAL FEDERAL INCOME TAX CONSEQUENCES ................................... 84
Federal Income Tax Consequences for REMIC Certificates ..................... 84
General ................................................................... 84
REMICs .................................................................... 84
Taxation of Owners of REMIC Regular Certificates .......................... 86
Taxation of Owners of REMIC Residual Certificates ......................... 92
Prohibited Transactions Tax and Other Taxes ............................... 99
Termination ...............................................................100
Reporting and Other Administrative Matters ................................100
Backup Withholding with Respect to REMIC Certificates .....................101
Federal Income Tax Consequences for Certificates as to Which No
REMIC Election Is Made ....................................................101
General ...................................................................101
Characterization of Investments in Grantor Trust Certificates .............102
3
Reportable Transactions ...................................................109
STATE AND OTHER TAX CONSEQUENCES ...........................................109
ERISA CONSIDERATIONS .......................................................111
General ...................................................................111
Prohibited Transaction Exemptions .........................................111
LEGAL INVESTMENT ...........................................................114
METHOD OF DISTRIBUTION .....................................................116
LEGAL MATTERS ..............................................................117
FINANCIAL INFORMATION ......................................................117
RATINGS ....................................................................117
INDEX OF PRINCIPAL DEFINITIONS .............................................118
4
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We provide information to you about the offered certificates in two
separate documents that provide progressively more detail:
o this prospectus, which provides general information, some of which may
not apply to your series of certificates; and
o the accompanying prospectus supplement, which describes the specific
terms of your series of certificates.
If the description of your certificates in the accompanying prospectus
supplement differs from the related description in this prospectus, you should
rely on the information in that prospectus supplement.
This prospectus may not be used to consummate sales of the offered
certificates of any series unless accompanied by the prospectus supplement for
that series. This prospectus and the prospectus supplements also may be used by
us, Wachovia Capital Markets, LLC, our affiliate, and any other of our
affiliates when required under the federal securities laws in connection with
offers and sales of offered certificates in furtherance of market-making
activities in the offered certificates. Wachovia Capital Markets, LLC or any
such other affiliate may act as principal or agent in such transactions. Such
sales will be made at prices related to prevailing market prices at the time of
sale or otherwise.
Some capitalized terms used in this prospectus are defined under the
caption "Index of Principal Definitions" beginning on page 118 in this
prospectus.
In this prospectus, the terms "depositor", "we", "us" and "our" refer to
Wachovia Commercial Mortgage Securities, Inc.
---------------------
Until 90 days after the date of each prospectus supplement, all dealers
effecting transactions in the offered certificates covered by that prospectus
supplement, whether or not participating in the distribution thereof, may be
required to deliver such prospectus supplement and this prospectus. This is in
addition to the obligation of dealers to deliver a prospectus and prospectus
supplement when acting as underwriters and with respect to their unsold
allotments or subscriptions.
You should rely only on any information or representations contained or
incorporated by reference in this prospectus and the related prospectus
supplement. This prospectus and any prospectus supplement do not constitute an
offer to sell or a solicitation of an offer to buy any securities in any state
or other jurisdiction in which such offer would be unlawful.
5
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement (of which this prospectus forms a part) under the Securities Act of
1933, as amended, with respect to the offered certificates. This prospectus and
the prospectus supplement do not contain all of the information set forth in
the registration statement. For further information, you should refer to the
registration statement and the exhibits attached thereto. Copies of the
Registration Statement may be obtained from the Public Reference Room of the
Securities and Exchange Commission, Washington, D.C. 20549, upon payment of the
prescribed charges, or may be examined free of charge at the Securities and
Exchange Commission's offices, 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by
calling the Securities and Exchange Commission at 1-800-SEC-0330. The
Securities and Exchange Commission also maintains a site on the World Wide Web
at "http://www.sec.gov" at which you can view and download copies of reports,
proxy and information statements and other information filed electronically
through the Electronic Data Gathering, Analysis and Retrieval system.
We will file or cause to be filed with the Securities and Exchange
Commission such periodic reports with respect to each trust fund as are
required under the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission thereunder.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We are incorporating in this prospectus by reference all documents and
reports filed by us with respect to a trust fund pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended. You may
obtain, without charge, a copy of any or all documents or reports incorporated
in this prospectus by reference, to the extent such documents or reports relate
to an offered certificate. Exhibits to those documents will be provided to you
only if such exhibits were specifically incorporated by reference in those
documents. Requests to the depositor should be directed in writing to Wachovia
Commercial Mortgage Securities, Inc., 301 South College Street, Charlotte,
North Carolina 28288-0166, Attention: Secretary, or by telephone at
704-374-6161.
6
SUMMARY OF PROSPECTUS
The following summary is a brief description of the main terms of the
offered certificates. For this reason, the summary does not contain all the
information that may be important to you. You will find a detailed description
of the terms of the offered certificates following this summary and in the
accompanying prospectus supplement.
The Trust Assets.............. Each series of certificates will represent
the entire beneficial ownership interest in a
trust fund consisting primarily of any of the
following:
o mortgage assets;
o certificate accounts;
o forms of credit support;
o cash flow agreements; and
o amounts on deposit in a pre-funding
account.
The Mortgage Assets........... The mortgage assets with respect to each
series of certificates may consist of any of
the following:
o multifamily and commercial mortgage loans,
including participations therein;
o commercial mortgage-backed securities,
including participations therein;
o direct obligations of the United States or
other government agencies; and
o a combination of the assets described
above.
The mortgage loans will not be guaranteed or
insured by us or any of our affiliates or,
unless otherwise provided in the prospectus
supplement, by any governmental agency or
instrumentality or other person. The mortgage
loans will be primarily secured by first or
junior liens on, or security interests in fee
simple, leasehold or a similar interest in,
any of the following types of properties:
o residential properties consisting of five
or more rental or cooperatively owned
dwelling units;
o shopping centers;
o retail buildings or centers;
o hotels and motels;
o office buildings;
o nursing homes;
o hospitals or other health-care related
facilities;
o industrial properties;
o warehouse, mini-warehouse or self-storage
facilities;
o mobile home parks;
7
o mixed use properties; and
o other types of commercial properties.
Some or all of the mortgage loans may also be
secured by an assignment of one or more leases
of all or a portion of the related mortgaged
properties. A significant or the sole source
of payments on certain mortgage loans will be
the rental payments due under the related
leases.
A mortgage loan may have an interest rate that
has any of the following features:
o is fixed over its term;
o adjusts from time to time;
o is partially fixed and partially floating;
o is floating based on one or more formulae
or indices;
o may be converted from a floating to a
fixed interest rate;
o may be converted from a fixed to a
floating interest rate; or
o interest is not paid currently but is
accrued and added to the principal
balance.
A mortgage loan may provide for any of the
following:
o scheduled payments to maturity;
o payments that adjust from time to time;
o negative amortization or accelerated
amortization;
o full amortization or require a balloon
payment due on its stated maturity date;
o prohibitions on prepayment;
o releases or substitutions of collateral,
including defeasance thereof with direct
obligations of the United States; and
o payment of a premium or a yield
maintenance penalty in connection with a
principal prepayment.
Unless otherwise described in the prospectus
supplement for a series of certificates:
o the mortgaged properties may be located in
any one of the 50 states, the District of
Columbia or the Commonwealth of Puerto
Rico;
o all mortgage loans will have original
terms to maturity of not more than 40
years;
o all mortgage loans will have individual
principal balances at origination of not
less than $100,000;
8
o all mortgage loans will have been
originated by persons other than the
depositor; and
o all mortgage assets will have been
purchased, either directly or indirectly,
by the depositor on or before the date of
initial issuance of the related series of
certificates.
Any commercial mortgage-backed securities
included in a trust fund will evidence
ownership interests in or be secured by
mortgage loans similar to those described
above and other mortgage-backed securities.
Some commercial mortgage-backed securities
included in a trust fund may be guaranteed or
insured by an affiliate of the depositor,
Freddie Mac, Fannie Mae, Ginnie Mae, Farmer
Mac or any other person specified in the
prospectus supplement.
Certificate Accounts.......... Each trust fund will include one or more
accounts established and maintained on behalf
of the certificateholders. All payments and
collections received or advanced with respect
to the mortgage assets and other assets in the
trust fund will be deposited into those
accounts. A certificate account may be
maintained as an interest bearing or a
non-interest bearing account, and funds may be
held as cash or reinvested.
Credit Support................ The following types of credit support may be
used to enhance the likelihood of distributions
on certain classes of certificates:
o subordination of junior certificates;
o over collateralization;
o letters of credit;
o insurance policies;
o guarantees;
o reserve funds; and/or
o other types of credit support described in
the prospectus supplement and a combination
of any of the above.
Cash Flow Agreements.......... Cash flow agreements are used to reduce the
effects of interest rate or currency exchange
rate fluctuations on the underlying mortgage
assets or on one or more classes of
certificates and increase the likelihood of
timely distributions on the certificates or
such classes of certificates, as the case may
be. The trust fund may include any of the
following types of cash flow agreements:
o guaranteed investment contracts;
o interest rate swap or exchange contracts;
o interest rate cap or floor agreements;
o currency exchange agreements;
o yield supplement agreements; or
9
o other types of similar agreements
described in the prospectus supplement.
Pre-Funding Account;
Capitalized Interest
Account....................... A trust fund may use monies deposited into a
pre-funding account to acquire additional
mortgage assets following a closing date for
the related series of certificates. The amount
on deposit in a pre-funding account will not
exceed 25% of the pool balance of the trust
fund as of the cut-off date on which the
ownership of the mortgage loans and rights to
payment thereon are deemed transferred to the
trust fund, as specified in the related
prospectus supplement. The depositor will
select any additional mortgage assets using
criteria that is substantially similar to the
criteria used to select the mortgage assets
included in the trust fund on the closing date.
If provided in the prospectus supplement, a
trust fund also may include amounts on deposit
in a separate capitalized interest account.
The depositor may use amounts on deposit in a
capitalized interest account to supplement
investment earnings, if any, of amounts on
deposit in the pre-funding account, supplement
interest collections of the trust fund, or
such other purpose as specified in the
prospectus supplement.
Amounts on deposit in any pre-funding account
or any capitalized interest account will be
held in cash or invested in short-term
investment grade obligations. Amounts
remaining on deposit in any pre-funding
account and any capitalized interest account
after the end of the related pre-funding
period will be distributed to
certificateholders as described in the
prospectus supplement.
Description of Certificates... Each series of certificates will include one
or more classes. Each series of certificates
will represent in the aggregate the entire
beneficial ownership interest in the related
trust fund. The offered certificates are the
classes of certificates being offered to you
pursuant to the prospectus supplement. The
non-offered certificates are the classes of
certificates not being offered to you pursuant
to the prospectus supplement. Information on
the non-offered certificates is being provided
solely to assist you in your understanding of
the offered certificates.
Distributions on
Certificates.................. The certificates may provide for different
methods of distributions to specific classes.
Any class of certificates may:
o provide for the accrual of interest
thereon based on fixed, variable or
floating rates;
o be senior or subordinate to one or more
other classes of certificates with respect
to interest or principal distribution and
the allocation of losses on the assets of
the trust fund;
10
o be entitled to principal distributions,
with disproportionately low, nominal or no
interest distributions;
o be entitled to interest distributions,
with disproportionately low, nominal or no
principal distributions;
o provide for distributions of principal or
accrued interest only after the occurrence
of certain events, such as the retirement
of one or more other classes of
certificates;
o provide for distributions of principal to
be made at a rate that is faster or slower
than the rate at which payments are
received on the mortgage assets in the
related trust fund;
o provide for distributions of principal
sequentially, based on specified payment
schedules or other methodologies; and
o provide for distributions based on a
combination of any of the above features.
Interest on each class of offered certificates
of each series will accrue at the applicable
pass-through rate on the outstanding
certificate balance or notional amount.
Distributions of interest with respect to one
or more classes of certificates may be reduced
to the extent of certain delinquencies, losses
and other contingencies described in this
prospectus and the prospectus supplement.
The certificate balance of a certificate
outstanding from time to time represents the
maximum amount that the holder thereof is then
entitled to receive in respect of principal
from future cash flow on the assets in the
related trust fund. Unless otherwise specified
in the prospectus supplement, distributions of
principal will be made on each distribution
date to the class or classes of certificates
entitled thereto until the certificate balance
of such certificates is reduced to zero.
Distributions of principal to any class of
certificates will be made on a pro rata basis
among all of the certificates of such class.
Advances...................... A servicer may be obligated as part of its
servicing responsibilities to make certain
advances with respect to delinquent scheduled
payments and property related expenses which it
deems recoverable. The trust fund may be
charged interest for any advance. We will not
have any responsibility to make such advances.
One of our affiliates may have the
responsibility to make such advances, but only
if that affiliate is acting as a servicer or
master servicer for the related series of
certificates.
Termination................... A series of certificates may be subject to
optional early termination through the
repurchase of the mortgage assets in the
related trust fund.
11
Registration of Certificates... One or more classes of the offered
certificates may be initially represented by
one or more certificates registered in the name
of Cede & Co. as the nominee of The Depository
Trust Company. If your offered certificates are
so registered, you will not be entitled to
receive a definitive certificate representing
your interest except in the event that physical
certificates are issued under the limited
circumstances described in this prospectus and
the prospectus supplement.
Tax Status of
the Certificates.............. The certificates of each series will constitute
either:
o "regular interests" or "residual
interests" in a trust fund treated as a
"real estate mortgage investment conduit"
under the Internal Revenue Code of 1986,
as amended;
o interests in a trust fund treated as a
grantor trust under applicable provisions
of the Internal Revenue Code of 1986, as
amended; or
o any combination of any of the above
features.
ERISA Considerations........... If you are a fiduciary of an employee benefit
plan or other retirement plan or arrangement
that is subject to the Employee Retirement
Income Security Act of 1974, as amended, or
Section 4975 of the Internal Revenue Code of
1986, as amended, or any materially similar
federal, state or local law, or any person who
proposes to use "plan assets" of any of these
plans to acquire any offered certificates, you
should carefully review with your legal counsel
whether the purchase or holding of any offered
certificates could give rise to transactions
not permitted under these laws. The prospectus
supplement will specify if investment in some
certificates may require a representation that
the investor is not (or is not investing on
behalf of) a plan or similar arrangement or if
other restrictions apply.
Legal Investment.............. The prospectus supplement will specify
whether the offered certificates will
constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended. If your
investment activities are subject to legal
investment laws and regulations, regulatory
capital requirements or review by regulatory
authorities, then you may be subject to
restrictions on investment in the offered
certificates. You should consult your own legal
advisors for assistance in determining the
suitability of and consequences to you of the
purchase, ownership and sale of the offered
certificates. See "Legal Investment" herein.
12
Rating........................ At the date of issuance, as to each series,
each class of offered certificates will not be
rated lower than investment grade by one or
more nationally recognized statistical rating
agencies. A security rating is not a
recommendation to buy, sell or hold securities
and may be subject to qualification, revision
or withdrawal at any time by the assigning
rating organization.
13
RISK FACTORS
You should consider the following risk factors, in addition to the risk
factors in the prospectus supplement, in deciding whether to purchase any of
the offered certificates. The risks and uncertainties described below, together
with those described in the prospectus supplement under "Risk Factors",
summarize the material risks relating to your certificates.
Your Ability to Resell
Certificates May Be
Limited Because of Their
Characteristics.............. You may not be able to resell your
certificates and the value of your certificates
may be less than you anticipated for a variety
of reasons including:
o a secondary market for your certificates
may not develop;
o interest rate fluctuations;
o the absence of redemption rights; and
o the limited sources of information about
the certificates other than that provided
in this prospectus, the prospectus
supplement and the monthly report to
certificateholders.
The Assets of the Trust Fund May
Not Be Sufficient to Pay
Your Certificates............ Unless otherwise specified in the prospectus
supplement, neither the offered certificates of
any series nor the mortgage assets in the
related trust fund will be guaranteed or
insured by us or any of our affiliates, by any
governmental agency or instrumentality or by
any other person. No offered certificate of any
series will represent a claim against or
security interest in the trust fund for any
other series. Accordingly, if the related trust
fund has insufficient assets to make payments
on the certificates, there will be no other
assets available for payment of the deficiency.
Additionally, the trustee, master servicer,
special servicer or other specified person may
under certain circumstances withdraw some
amounts on deposit in certain funds or
accounts constituting part of a trust fund,
including the certificate account and any
accounts maintained as credit support, as
described in the prospectus supplement. The
trustee, master servicer, special servicer or
other specified person may have the authority
to make these withdrawals for purposes other
than the payment of principal of or interest
on the related series of certificates.
The prospectus supplement for a series of
certificates may provide for one or more
classes of certificates that are subordinate
to one or more other classes of certificates
in entitlement to certain distributions on the
certificates. On any distribution date in
which the related trust fund has incurred
losses or shortfalls in collections on the
mortgage assets, the subordinate certificates
initially will bear the amount of such losses
or shortfalls and, thereafter, the remaining
classes of certificates will bear the
remaining amount of such losses or shortfalls.
The priority, manner and limitations on the
allocation of losses and shortfalls will be
specified in the prospectus supplement.
14
Prepayments and Repurchases of
the Mortgage Assets Will Affect
the Timing of Your Cash Flow
and May Affect Your Yield.... Prepayments (including those caused by
defaults on the mortgage loans and repurchases
for breach of representation or warranty) on
the mortgage loans in a trust fund generally
will result in a faster rate of principal
payments on one or more classes of the related
certificates than if payments on such mortgage
assets were made as scheduled. Thus, the
prepayment experience on the mortgage assets
may affect the average life of each class of
related certificates. The rate of principal
payments on mortgage loans varies between pools
and from time to time is influenced by a
variety of economic, demographic, geographic,
social, tax, legal and other factors.
We cannot provide any assurance as to the rate
of prepayments on the mortgage loans in any
trust fund or that such rate will conform to
any model described in this prospectus or in
any prospectus supplement. As a result,
depending on the anticipated rate of
prepayment for the mortgage loans in any trust
fund, the retirement of any class of
certificates could occur significantly earlier
or later than you expected.
The rate of voluntary prepayments will also be
affected by:
o the voluntary prepayment terms of the
mortgage loan, including prepayment
lock-out periods and prepayment premiums;
o then-current interest rates being charged
on similar mortgage loans; and
o the availability of mortgage credit.
A series of certificates may include one or
more classes of certificates with entitlements
to payments prior to other classes of
certificates. As a result, yields on classes
of certificates with a lower priority of
payment, including classes of offered
certificates, of such series may be more
sensitive to prepayments on mortgage assets. A
series of certificates may include one or more
classes offered at a significant premium or
discount. Yields on such classes of
certificates will be sensitive, and in some
cases extremely sensitive, to prepayments on
mortgage assets and, where the amount of
interest payable with respect to a class is
disproportionately high, as compared to the
amount of principal, a holder might, in some
prepayment scenarios, fail to recoup its
original investment.
If a mortgage loan is in default, it may not
be possible to collect a prepayment premium.
No person will be required to pay any premium
if a mortgage loan is repurchased for a breach
of representation or warranty.
15
The yield on your certificates may be less
than anticipated because:
o the prepayment premium or yield
maintenance required under certain
prepayment scenarios may not be
enforceable in some states or under
federal bankruptcy laws; and
o some courts may consider the prepayment
premium to be usurious.
Optional Early Termination of
the Trust Fund May Result
in an Adverse Impact
on Your Yield or May Result
in a Loss.................... A series of certificates may be subject to
optional early termination by means of the
repurchase of the mortgage assets in the
related trust fund. We cannot assure you that
the proceeds from a sale of the mortgage assets
will be sufficient to distribute the
outstanding certificate balance plus accrued
interest and any undistributed shortfalls in
interest accrued on the certificates that are
subject to the termination. Accordingly, the
holders of such certificates may suffer an
adverse impact on the overall yield on their
certificates, may experience repayment of their
investment at an unpredictable and inopportune
time or may even incur a loss on their
investment.
Ratings Do Not Guarantee Payment
and Do Not Address Prepayment
Risks........................ Any rating assigned by a rating agency to a
class of offered certificates will reflect only
its assessment of the likelihood that holders
of certificates of such class will receive
payments to which such certificateholders are
entitled under the related pooling and
servicing agreement. Ratings do not address:
o the likelihood that principal prepayments
(including those caused by defaults) on
the related mortgage loans will be made;
o the degree to which the rate of
prepayments on the related mortgage loans
might differ from that originally
anticipated;
o the likelihood of early optional
termination of the related trust fund;
o the possibility that prepayments on the
related mortgage loans at a higher or
lower rate than anticipated by an investor
may cause such investor to experience a
lower than anticipated yield; or
o the possibility that an investor that
purchases an offered certificate at a
significant premium might fail to recoup
its initial investment under certain
prepayment scenarios.
The amount, type and nature of credit support,
if any, provided with respect to a series of
certificates will be determined on the basis
of criteria established by each rating
16
agency rating classes of certificates of such
series. Those criteria are sometimes based
upon an actuarial analysis of the behavior of
mortgage loans in a larger group. However, we
cannot provide assurance that the historical
data supporting any such actuarial analysis
will accurately reflect future experience, or
that the data derived from a large pool of
mortgage loans will accurately predict the
delinquency, foreclosure or loss experience of
any particular pool of mortgage loans. In
other cases, a rating agency may base their
criteria upon determinations of the values of
the mortgaged properties that provide security
for the mortgage loans. However, we cannot
provide assurance that those values will not
decline in the future.
Unused Amounts in Pre-Funding
Accounts May Be Returned to You
as a Prepayment............... The prospectus supplement will disclose when
we are using a pre-funding account to purchase
additional mortgage assets in connection with
the issuance of certificates. Amounts on
deposit in a pre-funding account that are not
used to acquire additional mortgage assets by
the end of the pre-funding period for a series
of certificates may be distributed to holders
of those certificates as a prepayment of
principal, which may materially and adversely
affect the yield on those certificates.
Additional Mortgage Assets Acquired
in Connection with the Use of a
Pre-Funding Account May Change
the Aggregate Characteristics of
a Trust Fund.................. Any additional mortgage assets acquired by a
trust fund with funds in a pre-funding account
may possess substantially different
characteristics than the mortgage assets in the
trust fund on the closing date for a series of
certificates. Therefore, the aggregate
characteristics of a trust fund following the
pre-funding period may be substantially
different than the characteristics of a trust
fund on the closing date for that series of
certificates.
Net Operating Income Produced by a
Mortgaged Property May Be
Inadequate to Repay the Mortgage
Loans......................... The value of a mortgage loan secured by a
multifamily or commercial property is directly
related to the net operating income derived
from that property because the ability of a
borrower to repay a loan secured by an
income-producing property typically depends
primarily upon the successful operation of that
property rather than upon the existence of
independent income or assets of the borrower.
The reduction in the net operating income of
the property may impair the borrower's ability
to repay the loan.
Many of the mortgage loans included in a trust
fund may be secured by liens on owner-occupied
mortgaged properties or
17
on mortgaged properties leased to a single
tenant. Accordingly, a decline in the
financial condition of the borrower or single
tenant may have a disproportionately greater
affect on the net operating income from such
mortgaged properties than would be the case
with respect to mortgaged properties with
multiple tenants.
Future Value of a Mortgaged Property
and its Net Operating Income and
Cash Flow Is Not Predictable.. Commercial and multifamily property values and
cash flows and net operating income from such
mortgaged properties are volatile and may be
insufficient to cover debt service on the
related mortgage loan at any given time.
Property value, cash flow and net operating
income depend upon a number of factors,
including:
o changes in general or local economic
conditions and/or specific industry
segments;
o declines in real estate values;
o an oversupply of commercial or multifamily
properties in the relevant market;
o declines in rental or occupancy rates;
o increases in interest rates, real estate
tax rates and other operating expenses;
o changes in governmental rules, regulations
and fiscal policies, including
environmental legislation;
o perceptions by prospective tenants and, if
applicable, their customers, of the
safety, convenience, services and
attractiveness of the property;
o the age, construction quality and design
of a particular property;
o whether the mortgaged properties are
readily convertible to alternative uses;
o acts of God; and
o other factors beyond our control or the
control of a servicer.
Nonrecourse Loans Limit the Remedies
Available Following a Mortgagor
Default...................... The mortgage loans will not be an obligation
of, or be insured or guaranteed by, any
governmental entity, by any private mortgage
insurer, or by the depositor, the originators,
the master servicer, the special servicer, the
trustee or any of their respective affiliates.
Each mortgage loan included in a trust fund
generally will be a nonrecourse loan. If there
is a default (other than a default resulting
from voluntary bankruptcy, fraud or willful
misconduct) there will generally only be
recourse against the specific mortgaged
properties and other assets that have been
pledged
18
to secure such mortgage loan. Even if a
mortgage loan provides for recourse to a
mortgagor or its affiliates, it is unlikely
the trust fund ultimately could recover any
amounts not covered by the mortgaged property.
Special Risks of Mortgage Loans
Secured by Multifamily
Properties................... Mortgage loans secured by multifamily
properties may constitute a material
concentration of the mortgage loans in a trust
fund. Adverse economic conditions, either
local, regional or national, may limit the
amount of rent that a borrower may charge for
rental units, and may result in a reduction in
timely rent payments or a reduction in
occupancy levels. Occupancy and rent levels may
also be affected by:
o construction of additional housing units;
o local military base closings;
o developments at local colleges and
universities;
o national, regional and local politics,
including, in the case of multifamily
rental properties, current or future rent
stabilization and rent control laws and
agreements;
o the level of mortgage interest rates,
which may encourage tenants in multifamily
rental properties to purchase housing;
o tax credit and city, state and federal
housing subsidy or similar programs which
may impose rent limitations and may
adversely affect the ability of the
applicable borrowers to increase rents to
maintain the mortgaged properties in
proper condition during periods of rapid
inflation or declining market value of the
mortgaged properties;
o tax credit and city, state and federal
housing subsidy or similar programs which
may impose income restrictions on tenants
and which may reduce the number of
eligible tenants in such mortgaged
properties and result in a reduction in
occupancy rates applicable thereto; and
o the possibility that some eligible tenants
may not find any differences in rents
between subsidized or supported properties
and other multifamily rental properties in
the same area to be a sufficient economic
incentive to reside at a subsidized or
supported property, which may have fewer
amenities or otherwise be less attractive
as a residence.
All of these conditions and events may
increase the possibility that a borrower may
be unable to meet its obligations under its
mortgage loan.
The multifamily projects market is
characterized generally by low barriers to
entry. Thus, a particular apartment market
with historically low vacancies could
experience substantial new construction, and a
resultant oversupply of units, in a
19
relatively short period of time. Because
multifamily apartment units are typically
leased on a short-term basis, the tenants who
reside in a particular project within such a
market may easily move to alternative projects
with more desirable amenities or locations.
Special Risks of Mortgage Loans
Secured by Retail Properties.. Mortgage loans secured by retail properties may
constitute a material concentration of the
mortgage loans in a trust fund. Significant
factors determining the value of retail
properties are:
o the quality of the tenants; and
o the fundamental aspects of real estate
such as location and market demographics.
The correlation between the success of tenant
businesses and property value is more direct
with respect to retail properties than other
types of commercial property because a
significant component of the total rent paid
by retail tenants is often tied to a
percentage of gross sales. Significant tenants
at a retail property play an important part in
generating customer traffic and making a
retail property a desirable location for other
tenants at that property. Accordingly, retail
properties may be adversely affected if a
significant tenant ceases operations at those
locations, which may occur on account of a
voluntary decision not to renew a lease,
bankruptcy or insolvency of the tenant, the
tenant's general cessation of business
activities or for other reasons. In addition,
some tenants at retail properties may be
entitled to terminate their leases or pay
reduced rent if an anchor tenant ceases
operations at the property. In those cases, we
cannot provide assurance that any anchor
tenants will continue to occupy space in the
related shopping centers.
Shopping centers, in general, are affected by
the health of the retail industry. In
addition, a shopping center may be adversely
affected by the bankruptcy or decline in
drawing power of an anchor tenant, the risk
that an anchor tenant may vacate
notwithstanding that tenant's continuing
obligation to pay rent, a shift in consumer
demand due to demographic changes (for
example, population decreases or changes in
average age or income) and/or changes in
consumer preference (for example, to discount
retailers).
Unlike other income producing properties,
retail properties also face competition from
sources outside a given real estate market,
such as:
o catalogue retailers;
o home shopping networks;
o the internet;
o telemarketing; and
o outlet centers.
20
Continued growth of these alternative retail
outlets (which are often characterized by
lower operating costs) could adversely affect
the rents collectible at the retail properties
which secure mortgage loans in a trust fund.
Special Risks of Mortgage Loans
Secured by Hospitality
Properties................... Mortgage loans secured by hospitality
properties (e.g., a hotel or motel) may
constitute a material concentration of the
mortgage loans in a trust fund. Various factors
affect the economic viability of a hospitality
property, including:
o location, quality and franchise
affiliation (or lack thereof);
o adverse economic conditions, either local,
regional or national, which may limit the
amount that a consumer is willing to pay
for a room and may result in a reduction
in occupancy levels;
o the construction of competing hospitality
properties, which may result in a
reduction in occupancy levels;
o the increased sensitivity of hospitality
properties (relative to other commercial
properties) to adverse economic conditions
and competition, as hotel rooms generally
are rented for short periods of time;
o the financial strength and capabilities of
the owner and operator of a hospitality
property, which may have a substantial
impact on the property's quality of
service and economic performance; and
o the generally seasonal nature of the
hospitality industry, which can be
expected to cause periodic fluctuations in
room and other revenues, occupancy levels,
room rates and operating expenses.
In addition, the successful operation of a
hospitality property with a franchise
affiliation may depend in part upon the
strength of the franchisor, the public
perception of the franchise service mark and
the continued existence of any franchise
license agreement. The transferability of a
franchise license agreement may be restricted,
and a lender or other person that acquires
title to a hospitality property as a result of
foreclosure may be unable to succeed to the
borrower's rights under the franchise license
agreement. Moreover, the transferability of a
hospitality property's operating, liquor and
other licenses upon a transfer of the
hospitality property, whether through purchase
or foreclosure, is subject to local law
requirements and may not be transferable.
Special Risks of Mortgage Loans
Secured by Office Buildings... Mortgage loans secured by office buildings
may constitute a material concentration of the
mortgage loans in a trust fund. Significant
factors determining the value of office
buildings include:
o the quality of the tenants in the
building;
21
o the physical attributes of the building in
relation to competing buildings; and
o the strength and stability of the market
area as a desirable business location.
An economic decline in the business operated
by the tenants may adversely affect an office
building. That risk is increased if revenue is
dependent on a single tenant or if there is a
significant concentration of tenants in a
particular business or industry.
Office buildings are also subject to
competition with other office properties in
the same market. Competition is affected by a
property's:
o age;
o condition;
o design (e.g., floor sizes and layout);
o access to transportation; and
o ability or inability to offer certain
amenities to its tenants, including
sophisticated building systems (such as
fiber optic cables, satellite
communications or other base building
technological features).
The success of an office building also depends
on the local economy. A company's decision to
locate office headquarters in a given area,
for example, may be affected by such factors
as labor cost and quality, tax environment and
quality of life issues such as schools and
cultural amenities. A central business
district may have an economy which is markedly
different from that of a suburb. The local
economy and the financial condition of the
owner will impact on an office building's
ability to attract stable tenants on a
consistent basis. In addition, the cost of
refitting office space for a new tenant is
often more costly than for other property
types.
Special Risks of Mortgage Loans
Secured by Warehouse and Self
Storage Facilities........... Mortgage loans secured by warehouse and
storage facilities may constitute a material
concentration of the mortgage loans in a trust
fund. The storage facilities market contains
low barriers to entry.
Increased competition among self storage
facilities may reduce income available to
repay mortgage loans secured by a self storage
facility. Furthermore, the inability of a
borrower to police what is stored in a self
storage facility due to privacy considerations
may increase environmental risks.
22
Special Risks of Mortgage Loans
Secured by Healthcare-Related
Properties................... The mortgaged properties may include health
care-related facilities, including senior
housing, assisted living facilities, skilled
nursing facilities and acute care facilities.
o Senior housing generally consists of
facilities with respect to which the
residents are ambulatory, handle their own
affairs and typically are couples whose
children have left the home and at which
the accommodations are usually apartment
style;
o Assisted living facilities are typically
single or double room occupancy,
dormitory-style housing facilities which
provide food service, cleaning and some
personal care and with respect to which
the tenants are able to medicate
themselves but may require assistance with
certain daily routines;
o Skilled nursing facilities provide
services to post trauma and frail
residents with limited mobility who
require extensive medical treatment; and
o Acute care facilities generally consist of
hospital and other facilities providing
short-term, acute medical care services.
Certain types of health care-related
properties, particularly acute care
facilities, skilled nursing facilities and
some assisted living facilities, typically
receive a substantial portion of their
revenues from government reimbursement
programs, primarily Medicaid and Medicare.
Medicaid and Medicare are subject to statutory
and regulatory changes, retroactive rate
adjustments, administrative rulings, policy
interpretations, delays by fiscal
intermediaries and government funding
restrictions. Moreover, governmental payors
have employed cost-containment measures that
limit payments to health care providers, and
there exist various proposals for national
health care reform that could further limit
those payments. Accordingly, we cannot provide
assurance that payments under government
reimbursement programs will, in the future, be
sufficient to fully reimburse the cost of
caring for program beneficiaries. If those
payments are insufficient, net operating
income of health care-related facilities that
receive revenues from those sources may
decline, which consequently could have an
adverse affect on the ability of the related
borrowers to meet their obligations under any
mortgage loans secured by health care-related
facilities.
Moreover, health care-related facilities are
generally subject to federal and state laws
that relate to the adequacy of medical care,
distribution of pharmaceuticals, rate setting,
equipment, personnel, operating policies and
additions to facilities and services. In
addition, facilities where such care or other
medical services are provided are subject to
periodic
23
inspection by governmental authorities to
determine compliance with various standards
necessary to continued licensing under state
law and continued participation in the
Medicaid and Medicare reimbursement programs.
Furthermore, under applicable federal and
state laws and regulations, Medicare and
Medicaid reimbursements are generally not
permitted to be made to any person other than
the provider who actually furnished the
related medical goods and services.
Accordingly, in the event of foreclosure, the
trustee, the master servicer, the special
servicer or a subsequent lessee or operator of
any health care-related facility securing a
defaulted mortgage loan generally would not be
entitled to obtain from federal or state
governments any outstanding reimbursement
payments relating to services furnished at
such property prior to foreclosure. Any of the
aforementioned events may adversely affect the
ability of the related borrowers to meet their
mortgage loan obligations.
Providers of assisted living services are also
subject to state licensing requirements in
certain states. The failure of an operator to
maintain or renew any required license or
regulatory approval could prevent it from
continuing operations at a health care-related
facility or, if applicable, bar it from
participation in government reimbursement
programs. In the event of foreclosure, we
cannot provide assurance that the trustee or
any other purchaser at a foreclosure sale
would be entitled to the rights under the
licenses, and the trustee or other purchaser
may have to apply in its own right for the
applicable license. We cannot provide
assurance that the trustee or other purchaser
could obtain the applicable license or that
the related mortgaged property would be
adaptable to other uses.
Government regulation applying specifically to
acute care facilities, skilled nursing
facilities and certain types of assisted
living facilities includes health planning
legislation, enacted by most states, intended,
at least in part, to regulate the supply of
nursing beds. The most common method of
control is the requirement that a state
authority first make a determination of need,
evidenced by its issuance of a certificate of
need, before a long-term care provider can
establish a new facility, add beds to an
existing facility or, in some states, take
certain other actions (for example, acquire
major medical equipment, make major capital
expenditures, add services, refinance
long-term debt, or transfer ownership of a
facility). States also regulate nursing bed
supply in other ways. For example, some states
have imposed moratoria on the licensing of new
beds, or on the certification of new Medicaid
beds, or have discouraged the construction of
new nursing facilities by limiting Medicaid
reimbursements allocable to the cost of new
construction and equipment. In general, a
certificate of need is site specific and
operator specific; it cannot be transferred
from one site to another, or to another
operator, without the approval of the
appropriate state agency. Accordingly, in the
case of foreclosure upon a mortgage loan
24
secured by a lien on a health care-related
mortgaged property, the purchaser at
foreclosure might be required to obtain a new
certificate of need or an appropriate
exemption. In addition, compliance by a
purchaser with applicable regulations may in
any case require the engagement of a new
operator and the issuance of a new operating
license. Upon a foreclosure, a state
regulatory agency may be willing to expedite
any necessary review and approval process to
avoid interruption of care to a facility's
residents, but we cannot provide assurance
that any state regulatory agency will do so or
that the state regulatory agency will issue
any necessary licenses or approvals.
Federal and state government "fraud and abuse"
laws also apply to health care-related
facilities. "Fraud and abuse" laws generally
prohibit payment or fee-splitting arrangements
between health care providers that are
designed to induce or encourage the referral
of patients to, or the recommendation of, a
particular provider for medical products or
services. Violation of these restrictions can
result in license revocation, civil and
criminal penalties, and exclusion from
participation in Medicare or Medicaid
programs. The state law restrictions in this
area vary considerably from state to state.
Moreover, the federal anti-kickback law
includes broad language that potentially could
be applied to a wide range of referral
arrangements, and regulations designed to
create "safe harbors" under the law provide
only limited guidance. Accordingly, we cannot
provide assurance that such laws will be
interpreted in a manner consistent with the
practices of the owners or operators of the
health care-related mortgaged properties that
are subject to those laws.
The operators of health care-related
facilities are likely to compete on a local
and regional basis with others that operate
similar facilities, some of which competitors
may be better capitalized, may offer services
not offered by such operators, or may be owned
by non-profit organizations or government
agencies supported by endowments, charitable
contributions, tax revenues and other sources
not available to such operators. The
successful operation of a health care-related
facility will generally depend upon:
o the number of competing facilities in the
local market;
o the facility's age and appearance;
o the reputation and management of the
facility;
o the types of services the facility
provides; and
o where applicable, the quality of care and
the cost of that care.
The inability of a health care-related
mortgaged property to flourish in a
competitive market may increase the likelihood
of foreclosure on the related mortgage loan,
possibly affecting the yield on one or more
classes of the related series of offered
certificates.
25
Special Risks of Mortgage Loans
Secured by Industrial and
Mixed-Use Facilities......... Mortgage loans secured by industrial and
mixed-use facilities may constitute a material
concentration of the mortgage loans in a trust
fund. Significant factors determining the value
of industrial properties include:
o the quality of tenants;
o building design and adaptability; and
o the location of the property.
Concerns about the quality of tenants,
particularly major tenants, are similar in
both office properties and industrial
properties, although industrial properties are
more frequently dependent on a single tenant.
In addition, properties used for many
industrial purposes are more prone to
environmental concerns than other property
types.
Aspects of building site design and
adaptability affect the value of an industrial
property. Site characteristics which are
valuable to an industrial property include
clear heights, column spacing, zoning
restrictions, number of bays and bay depths,
divisibility, truck turning radius and overall
functionality and accessibility. Location is
also important because an industrial property
requires the availability of labor sources,
proximity to supply sources and customers and
accessibility to rail lines, major roadways
and other distribution channels.
Industrial properties may be adversely
affected by reduced demand for industrial
space occasioned by a decline in a particular
industry segment (e.g. a decline in defense
spending), and a particular industrial
property that suited the needs of its original
tenant may be difficult to relet to another
tenant or may become functionally obsolete
relative to newer properties.
Poor Property Management Will
Adversely Affect the Performance
of the Related
Mortgaged Property............ Each mortgaged property securing a mortgage
loan which has been sold into a trust fund is
managed by a property manager (which generally
is an affiliate of the borrower) or by the
borrower itself. The successful operation of a
real estate project is largely dependent on the
performance and viability of the management of
such project. The property manager is
responsible for:
o operating the property;
o providing building services;
o responding to changes in the local market;
and
o planning and implementing the rental
structure, including establishing levels
of rent payments and advising the
borrowers so that maintenance and capital
improvements can be carried out in a
timely fashion.
26
We cannot provide assurance regarding the
performance of any operators, leasing agents
and/or property managers or persons who may
become operators and/or property managers upon
the expiration or termination of management
agreements or following any default or
foreclosure under a mortgage loan. In
addition, the property managers are usually
operating companies and unlike limited purpose
entities, may not be restricted from incurring
debt and other liabilities in the ordinary
course of business or otherwise. There can be
no assurance that the property managers will
at all times be in a financial condition to
continue to fulfill their management
responsibilities under the related management
agreements throughout the terms of those
agreements.
Balloon Payments on Mortgage Loans
Result in Heightened Risk of
Borrower Default............. Some of the mortgage loans included in a
trust fund may not be fully amortizing (or may
not amortize at all) over their terms to
maturity and, thus, will require substantial
principal payments (that is, balloon payments)
at their stated maturity. Mortgage loans of
this type involve a greater degree of risk than
self-amortizing loans because the ability of a
borrower to make a balloon payment typically
will depend upon either:
o its ability to fully refinance the loan;
or
o its ability to sell the related mortgaged
property at a price sufficient to permit
the borrower to make the balloon payment.
The ability of a borrower to accomplish either
of these goals will be affected by a number of
factors, including:
o the value of the related mortgaged
property;
o the level of available mortgage interest
rates at the time of sale or refinancing;
o the borrower's equity in the related
mortgaged property;
o the financial condition and operating
history of the borrower and the related
mortgaged property;
o tax laws;
o rent control laws (with respect to certain
residential properties);
o Medicaid and Medicare reimbursement rates
(with respect to hospitals and nursing
homes);
o prevailing general economic conditions;
and
o the availability of credit for loans
secured by commercial or multifamily, as
the case may be, real properties
generally.
27
The Servicer Will Have Discretion
to Handle or Avoid Obligor Defaults
in a Manner Which May Be
Adverse to Your Interests.... If and to the extent specified in the
prospectus supplement defaulted mortgage loans
exist or are imminent, in order to maximize
recoveries on defaulted mortgage loans, the
related pooling and servicing agreement will
permit (within prescribed limits) the master
servicer or a special servicer to extend and
modify mortgage loans that are in default or as
to which a payment default is imminent. While
the related pooling and servicing agreement
generally will require a master servicer to
determine that any such extension or
modification is reasonably likely to produce a
greater recovery on a present value basis than
liquidation, we cannot provide assurance that
any such extension or modification will in fact
increase the present value of receipts from or
proceeds of the affected mortgage loans.
In addition, a master servicer or a special
servicer may receive a workout fee based on
receipts from or proceeds of such mortgage
loans that would otherwise be payable to the
certificateholders.
Proceeds Received upon Foreclosure
of Mortgage Loans Secured
Primarily by Junior Mortgages
May Result in Losses......... To the extent specified in the prospectus
supplement, some of the mortgage loans included
in a trust fund may be secured primarily by
junior mortgages. When liquidated, mortgage
loans secured by junior mortgages are entitled
to satisfaction from proceeds that remain from
the sale of the related mortgaged property
after the mortgage loans senior to such
mortgage loans have been satisfied. If there
are insufficient funds to satisfy both the
junior mortgage loans and senior mortgage
loans, the junior mortgage loans would suffer a
loss and, accordingly, one or more classes of
certificates would bear such loss. Therefore,
any risks of deficiencies associated with first
mortgage loans will be greater with respect to
junior mortgage loans.
Credit Support May Not Cover Losses
or Risks Which Could Adversely
Affect Payment on
Your Certificates............. The prospectus supplement for the offered
certificates of each series will describe any
credit support provided with respect to those
certificates. Use of credit support will be
subject to the conditions and limitations
described in this prospectus and in the related
prospectus supplement. Moreover, credit support
may not cover all potential losses or risks;
for example, credit support may or may not
cover fraud or negligence by a mortgage loan
originator or other parties.
A series of certificates may include one or
more classes of subordinate certificates
(which may include offered certificates), if
so provided in the prospectus supplement.
Although subordination is intended to reduce
the risk to holders of
28
senior certificates of delinquent
distributions or ultimate losses, the amount
of subordination will be limited and may
decline under certain circumstances. In
addition, if principal payments on one or more
classes of certificates of a series are made
in a specified order of priority, any limits
with respect to the aggregate amount of claims
under any related credit support may be
exhausted before the principal of the lower
priority classes of certificates of such
series has been fully repaid. As a result, the
impact of losses and shortfalls experienced
with respect to the mortgage assets may fall
primarily upon those classes of certificates
having a lower priority of payment. Moreover,
if a form of credit support covers more than
one series of certificates, holders of
certificates of one series will be subject to
the risk that such credit support will be
exhausted by the claims of the holders of
certificates of one or more other series.
Regardless of the form of credit enhancement
provided, the amount of coverage will be
limited in amount and in most cases will be
subject to periodic reduction in accordance
with a schedule or formula. The master
servicer will generally be permitted to
reduce, terminate or substitute all or a
portion of the credit enhancement for any
series of certificates if the applicable
rating agency indicates that the then-current
rating of those certificates will not be
adversely affected. The rating of any series
of certificates by any applicable rating
agency may be lowered following the initial
issuance of those certificates as a result of
the downgrading of the obligations of any
applicable credit support provider, or as a
result of losses on the related mortgage
assets substantially in excess of the levels
contemplated by that rating agency at the time
of its initial rating analysis. None of the
depositor, the master servicer or any of our
or the master servicer's affiliates will have
any obligation to replace or supplement any
credit enhancement, or to take any other
action to maintain any rating of any series of
certificates.
Mortgagors of Commercial Mortgage
Loans Are Sophisticated and May
Take Actions Adverse to Your
Interests.................... Mortgage loans made to partnerships,
corporations or other entities may entail risks
of loss from delinquency and foreclosure that
are greater than those of mortgage loans made
to individuals. The mortgagor's sophistication
and form of organization may increase the
likelihood of protracted litigation or
bankruptcy in default situations.
Some Actions Allowed by the
Mortgage May Be Limited
by Law....................... Mortgages securing mortgage loans included in
a trust fund may contain a due-on-sale clause,
which permits the lender to accelerate the
maturity of the mortgage loan if the borrower
sells, transfers or conveys the related
mortgaged property or its interest in the
mortgaged property. Mortgages securing mortgage
loans included in a trust fund may also include
a
29
debt-acceleration clause, which permits the
lender to accelerate the debt upon a monetary
or non-monetary default of the borrower. Such
clauses are not always enforceable. The courts
of all states will enforce clauses providing
for acceleration in the event of a material
payment default. The equity courts of any
state, however, may refuse the foreclosure of
a mortgage or deed of trust when an
acceleration of the indebtedness would be
inequitable or unjust or the circumstances
would render the acceleration unconscionable.
Assignment of Leases and Rents to
Provide Further Security for
Mortgage Loans Poses
Special Risks................. The mortgage loans included in any trust fund
typically will be secured by an assignment of
leases and rents pursuant to which the borrower
assigns to the lender its right, title and
interest as landlord under the leases of the
related mortgaged property, and the income
derived therefrom, as further security for the
related mortgage loan, while retaining a
license to collect rents for so long as there
is no default. If the borrower defaults, the
license terminates and the lender is entitled
to collect rents. Some state laws may require
that the lender take possession of the
mortgaged property and obtain a judicial
appointment of a receiver before becoming
entitled to collect the rents. In addition,
bankruptcy or the commencement of similar
proceedings by or in respect of the borrower
may adversely affect the lender's ability to
collect the rents.
Inclusion in a Trust Fund of Delinquent
Mortgage Loans May Adversely
Affect the Rate of Defaults and
Prepayments on the
Mortgage Loans................ If so provided in the prospectus supplement,
the trust fund for a series of certificates may
include mortgage loans that are delinquent as
of the date they are deposited in the trust
fund. A mortgage loan will be considered
"delinquent" if it is 30 days or more past its
most recently contractual scheduled payment
date in payment of all amounts due according to
its terms. In any event, at the time of its
creation, the trust fund will not include
delinquent loans which by principal amount are
more than 20% of the aggregate principal amount
of all mortgage loans in the trust fund. If so
specified in the prospectus supplement, the
servicing of such mortgage loans will be
performed by a special servicer.
Credit support provided with respect to a
series of certificates may not cover all
losses related to delinquent mortgage loans,
and investors should consider the risk that
the inclusion of such mortgage loans in the
trust fund may adversely affect the rate of
defaults and prepayments on the mortgage loans
in the trust fund and the yield on the offered
certificates of such series.
30
Environmental Liability May
Affect the Lien on a Mortgaged
Property and Expose the
Lender to Costs.............. Under certain laws, contamination of real
property may give rise to a lien on the
property to assure the costs of cleanup. In
several states, that lien has priority over an
existing mortgage lien on a property. In
addition, under the laws of some states and
under the federal Comprehensive Environmental
Response, Compensation, and Liability Act of
1980, a lender may be liable, as an "owner" or
"operator," for costs of addressing releases or
threatened releases of hazardous substances at
a property, if agents or employees of the
lender have become sufficiently involved in the
operations of the borrower, regardless of
whether or not the environmental damage or
threat was caused by the borrower. A lender
also risks such liability on foreclosure of the
mortgage. In addition, liabilities imposed upon
a borrower by CERCLA or other environmental
laws may adversely affect a borrower's ability
to repay a loan. If a trust fund includes
mortgage loans and the prospectus supplement
does not otherwise specify, the related pooling
and servicing agreement will contain provisions
generally to the effect that the master
servicer, acting on behalf of the trust fund,
may not acquire title to a mortgaged property
or assume control of its operation unless the
master servicer, based upon a report prepared
by a person who regularly conducts
environmental site assessments, has made the
determination that it is appropriate to do so.
These provisions are designed to reduce
substantially the risk of liability for costs
associated with remediation of hazardous
substances, but we cannot provide assurance in
a given case that those risks can be eliminated
entirely. In addition, it is likely that any
recourse against the person preparing the
environmental report, and such person's ability
to satisfy a judgment, will be limited.
One Action Jurisdiction May Limit
the Ability of the Special
Servicer to Foreclose on a
Mortgaged Property............ Several states (including California) have laws
that prohibit more than one "judicial action"
to enforce a mortgage obligation, and some
courts have construed the term "judicial
action" broadly. The special servicer may need
to obtain advice of counsel prior to enforcing
any of the trust fund's rights under any of the
mortgage loans that include mortgaged
properties where the rule could be applicable.
In the case of a mortgage loan secured by
mortgaged properties located in multiple
states, the special servicer may be required
to foreclose first on properties located in
states where "one action" rules apply (and
where non-judicial foreclosure is permitted)
before foreclosing on properties located in
states where judicial foreclosure is the only
permitted method of foreclosure.
31
Rights Against Tenants May Be Limited
if Leases Are Not Subordinate to
the Mortgage or Do Not Contain
Attornment Provisions........ Some of the tenant leases contain provisions
that require the tenant to attorn to (that is,
recognize as landlord under the lease) a
successor owner of the property following
foreclosure. Some of the leases may be either
subordinate to the liens created by the
mortgage loans or else contain a provision that
requires the tenant to subordinate the lease if
the mortgagee agrees to enter into a
non-disturbance agreement.
In some states, if tenant leases are
subordinate to the liens created by the
mortgage loans and such leases do not contain
attornment provisions, such leases may
terminate upon the transfer of the property to
a foreclosing lender or purchaser at
foreclosure. Accordingly, in the case of the
foreclosure of a mortgaged property located in
such a state and leased to one or more
desirable tenants under leases that do not
contain attornment provisions, such mortgaged
property could experience a further decline in
value if such tenants' leases were terminated
(e.g., if such tenants were paying
above-market rents).
If a lease is senior to a mortgage, the lender
will not (unless it has otherwise agreed with
the tenant) possess the right to dispossess
the tenant upon foreclosure of the property,
and if the lease contains provisions
inconsistent with the mortgage (e.g.,
provisions relating to application of
insurance proceeds or condemnation awards),
the provisions of the lease will take
precedence over the provisions of the
mortgage.
If Mortgaged Properties Are Not in
Compliance With Current Zoning
Laws, You May Not Be Able to
Restore Compliance Following a
Casualty Loss................ Due to changes in applicable building and
zoning ordinances and codes which have come
into effect after the construction of
improvements on certain of the mortgaged
properties, some improvements may not comply
fully with current zoning laws (including
density, use, parking and set-back
requirements) but may qualify as permitted
non-confirming uses. Such changes may limit the
ability of the related mortgagor to rebuild the
premises "as is" in the event of a substantial
casualty loss. Such limitations may adversely
affect the ability of the mortgagor to meet its
mortgage loan obligations from cash flow.
Insurance proceeds may not be sufficient to pay
off such mortgage loan in full. In addition, if
the mortgaged property were to be repaired or
restored in conformity with then current law,
its value could be less than the remaining
balance on the mortgage loan and it may produce
less revenue than before such repair or
restoration.
32
Inspections of the Mortgaged
Properties Were Limited...... The mortgaged properties were inspected by
licensed engineers in connection with the
origination of the mortgage loans to assess the
structure, exterior walls, roofing interior
construction, mechanical and electrical systems
and general condition of the site, buildings
and other improvements located on the mortgaged
properties. We cannot provide assurance that
all conditions requiring repair or replacement
have been identified in such inspections.
Litigation Concerns........... There may be legal proceedings pending and,
from time to time, threatened against the
mortgagors or their affiliates relating to the
business, or arising out of the ordinary course
of business, of the mortgagors and their
affiliates. We cannot provide assurance that
such litigation will not have a material
adverse effect on the distributions to you on
your certificates.
33
DESCRIPTION OF THE TRUST FUNDS
GENERAL
The primary assets of each trust fund will consist of mortgage assets
which include (i) one or more multifamily and/or commercial mortgage loans and
participations therein, (ii) CMBS, (iii) direct obligations of the United
States or other government agencies, or (iv) a combination of the assets
described in clauses (i), (ii) and (iii). Each trust fund will be established
by the depositor. Each mortgage asset will be selected by the depositor for
inclusion in a trust fund from among those purchased, either directly or
indirectly, from a prior holder thereof, which may or may not be the originator
of such mortgage loan or the issuer of such CMBS and may be an affiliate of the
depositor. The mortgage assets will not be guaranteed or insured by the
depositor or any of its affiliates or, unless otherwise provided in the
prospectus supplement, by any governmental agency or instrumentality or by any
other person. The discussion below under the heading "--Mortgage
Loans--Leases," unless otherwise noted, applies equally to mortgage loans
underlying any CMBS included in a particular trust fund.
MORTGAGE LOANS--LEASES
General. The mortgage loans will be evidenced by mortgage notes secured by
mortgages or deeds of trust or similar security instruments that create first
or junior liens on, or installment contracts for the sale of, mortgaged
properties consisting of (i) multifamily properties, which are residential
properties consisting of five or more rental or cooperatively owned dwelling
units in high-rise, mid-rise or garden apartment buildings or other residential
structures, or (ii) commercial properties, which include office buildings,
retail stores, hotels or motels, nursing homes, hospitals or other health
care-related facilities, mobile home parks, warehouse facilities,
mini-warehouse facilities, self-storage facilities, industrial plants, mixed
use or other types of income-producing properties or unimproved land. The
multifamily properties may include mixed commercial and residential structures
and may include apartment buildings owned by private cooperative housing
corporations. If so specified in the prospectus supplement, each mortgage will
create a first priority mortgage lien on a mortgaged property. A mortgage may
create a lien on a borrower's leasehold estate in a property; however, the term
of any such leasehold will exceed the term of the mortgage note by at least ten
years. Each mortgage loan will have been originated by a person other than the
depositor.
If so specified in the prospectus supplement, mortgage assets for a series
of certificates may include mortgage loans made on the security of real estate
projects under construction. In that case, the prospectus supplement will
describe the procedures and timing for making disbursements from construction
reserve funds as portions of the related real estate project are completed. In
addition, mortgage assets may include mortgage loans that are delinquent as of
the date of issuance of a series of certificates. In that case, the prospectus
supplement will set forth, as to each such mortgage loan, available information
as to the period of such delinquency, any forbearance arrangement then in
effect, the condition of the related mortgaged property and the ability of the
mortgaged property to generate income to service the mortgage debt.
Leases. To the extent specified in the prospectus supplement, the
commercial properties may be leased to lessees that occupy all or a portion of
such properties. Pursuant to a lease assignment, the borrower may assign its
right, title and interest as lessor under each lease and the income derived
therefrom to the mortgagee, while retaining a license to collect the rents for
so long as there is no default. If the borrower defaults, the license
terminates and the mortgagee or its agent is entitled to collect the rents from
the lessee for application to the monetary obligations of the borrower. State
law may limit or restrict the enforcement of the lease assignments by a
mortgagee until it takes possession of the mortgaged property and/or a receiver
is appointed. See "Certain Legal Aspects of Mortgage Loans and Leases--Leases
and Rents." Alternatively, to the extent specified in the prospectus
supplement, the borrower and the mortgagee may agree that payments under leases
are to be made directly to a servicer.
To the extent described in the prospectus supplement, the leases, which
may include "bond-type" or "credit-type" leases, may require the lessees to pay
rent that is sufficient in the aggregate to cover all scheduled payments of
principal and interest on the mortgage loans and, in certain cases, their pro
rata
34
share of the operating expenses, insurance premiums and real estate taxes
associated with the mortgaged properties. A "bond-type" lease is a lease
between a lessor and a lessee for a specified period of time with specified
rent payments that are at least sufficient to repay the related note(s). A
bond-type lease requires the lessee to perform and pay for all obligations
related to the leased premises and provides that, no matter what occurs with
regard to the leased premises, the lessee is obligated to continue to pay its
rent. A "credit-type" lease is a lease between a lessor and a lessee for a
specified period of time with specified rent payments at least sufficient to
repay the related note(s). A credit-type lease requires the lessee to perform
and pay for most of the obligations related to the leased premises, excluding
only a few landlord duties which remain the responsibility of the
borrower/lessor. Leases (other than bond-type leases) may require the borrower
to bear costs associated with structural repairs and/or the maintenance of the
exterior or other portions of the mortgaged property or provide for certain
limits on the aggregate amount of operating expenses, insurance premiums, taxes
and other expenses that the lessees are required to pay.
If so specified in the prospectus supplement, under certain circumstances
the lessees may be permitted to set off their rental obligations against the
obligations of the borrowers under the leases. In those cases where payments
under the leases (net of any operating expenses payable by the borrowers) are
insufficient to pay all of the scheduled principal and interest on the mortgage
loans, the borrowers must rely on other income or sources generated by the
mortgaged property to make payments on the mortgage loan. To the extent
specified in the prospectus supplement, some commercial properties may be
leased entirely to one lessee. This is generally the case in bond-type leases
and credit-type leases. In such cases, absent the availability of other funds,
the borrower must rely entirely on rent paid by such lessee in order for the
borrower to pay all of the scheduled principal and interest on the related
commercial loan. To the extent specified in the prospectus supplement, some
leases (not including bond-type leases) may expire prior to the stated maturity
of the mortgage loan. In such cases, upon expiration of the leases the
borrowers will have to look to alternative sources of income, including rent
payment by any new lessees or proceeds from the sale or refinancing of the
mortgaged property, to cover the payments of principal and interest due on the
mortgage loans unless the lease is renewed. As specified in the prospectus
supplement, some leases may provide that upon the occurrence of a casualty
affecting a mortgaged property, the lessee will have the right to terminate its
lease, unless the borrower, as lessor, is able to cause the mortgaged property
to be restored within a specified period of time. Some leases may provide that
it is the lessor's responsibility to restore the mortgaged property to its
original condition after a casualty. Some leases may provide that it is the
lessee's responsibility to restore the mortgaged property to its original
condition after a casualty. Some leases may provide a right of termination to
the lessee if a taking of a material or specified percentage of the leased
space in the mortgage property occurs, or if the ingress or egress to the
leased space has been materially impaired.
Default and Loss Considerations with Respect to the Mortgage
Loans. Mortgage loans secured by liens on income-producing properties are
substantially different from loans which are secured by owner-occupied
single-family homes. The repayment of a loan secured by a lien on an income
producing property is typically dependent upon the successful operation of such
property (that is, its ability to generate income). Moreover, some or all of
the mortgage loans included in a trust fund may be non-recourse loans, which
means that, absent special facts, recourse in the case of default will be
limited to the mortgaged property and such other assets, if any, that the
borrower pledged to secure repayment of the mortgage loan.
Lenders typically look to the Debt Service Coverage Ratio of a loan
secured by income-producing property as an important measure of the risk of
default on such a loan. As more fully set forth in the prospectus supplement,
the Debt Service Coverage Ratio of a mortgage loan at any given time is the
ratio of (i) the Net Operating Income of the mortgaged property for a
twelve-month period to (ii) the annualized scheduled payments on the mortgage
loan and on any other loan that is secured by a lien on the mortgaged property
prior to the lien of the mortgage. As more fully set forth in the prospectus
supplement, Net Operating Income means, for any given period, the total
operating revenues derived from a mortgaged property, minus the total operating
expenses incurred in respect of the mortgaged property other than (i) non-cash
items such as depreciation and amortization, (ii) capital expenditures and
(iii) debt service on loans (including the mortgage loan) secured by liens on
the mortgaged property. The Net Operating Income of a mortgaged property will
fluctuate over time and may not be sufficient to cover
35
debt service on the mortgage loan at any given time. An insufficiency of Net
Operating Income can be compounded or solely caused by an adjustable rate
mortgage loan. As the primary source of the operating revenues of a non-owner
occupied income-producing property, the condition of the applicable real estate
market and/or area economy may effect rental income (and maintenance payments
from tenant-stockholders of a private cooperative housing corporation). In
addition, properties typically leased, occupied or used on a short-term basis,
such as certain health-care-related facilities, hotels and motels, and mini
warehouse and self-storage facilities, tend to be affected more rapidly by
changes in market or business conditions than do properties typically leased,
occupied or used for longer periods, such as warehouses, retail stores, office
buildings and industrial plants. Commercial loans may be secured by
owner-occupied mortgaged properties or mortgaged properties leased to a single
tenant. Accordingly, a decline in the financial condition of the mortgagor or
single tenant, as applicable, may have a disproportionately greater effect on
the Net Operating Income from such mortgaged properties than the case of
mortgaged properties with multiple tenants.
The Debt Service Coverage Ratio should not be relied upon as the sole
measure of the risk of default of any loan, however, since other factors may
outweigh a high Debt Service Coverage Ratio. With respect to a balloon mortgage
loan, for example, the risk of default as a result of the unavailability of a
source of funds to finance the related balloon payment at maturity on terms
comparable to or better than those of the balloon mortgage loans could be
significant even though the related Debt Service Coverage Ratio is high.
Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or changes in governmental rules, regulations and
fiscal policies may also affect the risk of default on a mortgage loan. As may
be further described in the prospectus supplement, in some cases leases of
mortgaged properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses. However,
the existence of such "net of expense" provisions will result in stable Net
Operating Income to the borrower/landlord only to the extent that the lessee is
able to absorb operating expense increases while continuing to make rent
payments. See "--Leases" above.
While the duration of leases and the existence of any "net of expense"
provisions are often viewed as the primary considerations in evaluating the
credit risk of mortgage loans secured by certain income-producing properties,
such risk may be affected equally or to a greater extent by changes in
government regulation of the operator of the property. Examples of the latter
include mortgage loans secured by health care-related facilities, the income
from which and the operating expenses of which are subject to state and/or
federal regulations, such as Medicare and Medicaid, and multifamily properties
and mobile home parks, which may be subject to state or local rent control
regulation and, in certain cases, restrictions on changes in use of the
property. Low- and moderate-income housing in particular may be subject to
legal limitations and regulations but, because of such regulations, may also be
less sensitive to fluctuations in market rents generally.
Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a
measure of risk of loss if a property must be liquidated following a default.
The lower the Loan-to-Value Ratio, the greater the percentage of the borrower's
equity in a mortgaged property, and thus the greater the cushion provided to
the lender against loss on liquidation following a default.
Loan-to-Value Ratios will not necessarily constitute an accurate measure
of the risk of liquidation loss in a pool of mortgage loans. For example, the
value of a mortgaged property as of the date of initial issuance of the related
series of certificates may be less than the fair market value of the mortgaged
property determined in an appraisal determined at loan origination, and will
likely continue to fluctuate from time to time based upon changes in economic
conditions and the real estate market. Moreover, even when current, an
appraisal is not necessarily a reliable estimate of value. Appraised values of
income-producing properties are generally based on the market comparison method
(recent resale value of comparable properties at the date of the appraisal),
the cost replacement method (the cost of replacing the property at such date),
the income capitalization method (a projection of value based upon the
property's projected net cash flow), or upon a selection from or interpolation
of the values derived from
36
such methods. Each of these appraisal methods can present analytical
difficulties. It is often difficult to find truly comparable properties that
have recently been sold; the replacement cost of a property may have little to
do with its current market value; and income capitalization is inherently based
on inexact projections of income and expense and the selection of an
appropriate capitalization rate. Where more than one of these appraisal methods
are used and provide significantly different results, an accurate determination
of value and, correspondingly, a reliable analysis of default and loss risks,
is even more difficult.
While the depositor believes that the foregoing considerations are
important factors that generally distinguish loans secured by liens on
income-producing real estate from single-family mortgage loans, there is no
assurance that all of such factors will in fact have been prudently considered
by the originators of the mortgage loans, or that, for a particular mortgage
loan, they are complete or relevant. See "Risk Factors--Net Operating Income
Produced by a Mortgaged Property May Be Inadequate to Repay the Mortgage Loans"
and "--Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower
Default."
Payment Provisions of the Mortgage Loans. Unless otherwise specified in
the prospectus supplement, all of the mortgage loans will have original terms
to maturity of not more than 40 years and will provide for scheduled payments
of principal, interest or both, to be made on specified dates that occur
monthly or quarterly or at such other interval as is specified in the
prospectus supplement. A mortgage loan (i) may provide for no accrual of
interest or for accrual of interest thereon at an interest rate that is fixed
over its term or that adjusts from time to time, or that may be converted at
the borrower's election from an adjustable to a fixed interest rate, or from a
fixed to an adjustable interest rate, (ii) may provide for the formula, index
or other method by which the interest rate will be calculated, (iii) may
provide for level payments to maturity or for payments that adjust from time to
time to accommodate changes in the interest rate or to reflect the occurrence
of certain events, and may permit negative amortization or accelerated
amortization, (iv) may be fully amortizing over its term to maturity, or may
provide for little or no amortization over its term and thus require a balloon
payment on its stated maturity date, and (v) may contain a prohibition on
prepayment for a specified lockout period or require payment of a prepayment
premium or a yield maintenance penalty in connection with a prepayment, in each
case as described in the prospectus supplement. A mortgage loan may also
contain an equity participation provision that entitles the lender to a share
of profits realized from the operation or disposition of the mortgaged
property, as described in the prospectus supplement. If holders of any series
or class of offered certificates will be entitled to all or a portion of a
prepayment premium or an equity participation, the prospectus supplement will
describe the prepayment premium and/or equity participation and the method or
methods by which any such amounts will be allocated to holders.
Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain certain information pertaining to the mortgage loans in
the related trust fund which will generally include the following: (i) the
aggregate outstanding principal balance and the largest, smallest and average
outstanding principal balance of the mortgage loans as of the applicable
Cut-Off Date, (ii) the type or types of property that provide security for
repayment of the mortgage loans, (iii) the original and remaining terms to
maturity of the mortgage loans and the seasoning of the mortgage loans, (iv)
the earliest and latest origination date and maturity date and weighted average
original and remaining terms to maturity (or for ARD loans, the anticipated
repayment date) of the mortgage loans, (v) the original Loan-to-Value Ratios of
the mortgage loans, (vi) the mortgage interest rates or range of mortgage
interest rates and the weighted average mortgage interest rate carried by the
mortgage loans, (vii) the geographic distribution of the mortgaged properties
on a state-by-state basis, (viii) information with respect to the prepayment
provisions, if any, of the mortgage loans, (ix) with respect to adjustable rate
mortgage loans, the index or indices upon which such adjustments are based, the
adjustment dates, the range of gross margins and the weighted average gross
margin, and any limits on mortgage interest rate adjustments at the time of any
adjustment and over the life of the adjustable rate mortgage loans, (x) Debt
Service Coverage Ratios either at origination or as of a more recent date (or
both) and (xi) information regarding the payment characteristics of the
mortgage loans, including without limitation balloon payment and other
amortization provisions. In appropriate cases, the prospectus supplement will
also contain certain information available to the depositor that pertains to
the provisions of leases and the nature of tenants
37
of the mortgaged properties. If specific information regarding the mortgage
loans is not known to the depositor at the time the certificates are initially
offered, the depositor will provide more general information of the nature
described above in the prospectus supplement, and the depositor will set forth
specific information of the nature described above in a report which will be
available to purchasers of the related certificates at or before the initial
issuance thereof and will be filed as part of a Current Report on Form 8-K with
the Securities and Exchange Commission within 15 days following such issuance.
CMBS
CMBS may include (i) private (that is, not guaranteed or insured by the
United States or any agency or instrumentality thereof) mortgage
participations, mortgage pass-through certificates or other mortgage-backed
securities such as mortgage-backed securities that are similar to a series of
certificates or (ii) certificates insured or guaranteed by Freddie Mac, Fannie
Mae, Ginnie Mae or Farmer Mac, provided that each CMBS will evidence an
interest in, or will be secured by a pledge of, mortgage loans that conform to
the descriptions of the mortgage loans contained in this prospectus.
The CMBS may have been issued in one or more classes with characteristics
similar to the classes of certificates described in this prospectus.
Distributions in respect of the CMBS will be made by the CMBS servicer or the
CMBS trustee on the dates specified in the prospectus supplement. The CMBS
issuer or the CMBS servicer or another person specified in the prospectus
supplement may have the right or obligation to repurchase or substitute assets
underlying the CMBS after a certain date or under other circumstances specified
in the prospectus supplement.
Reserve funds, subordination or other credit support similar to that
described for the certificates under "Description of Credit Support" may have
been provided with respect to the CMBS. The type, characteristics and amount of
such credit support, if any, will be a function of the characteristics of the
underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any rating agency that may have
assigned a rating to the CMBS, or by the initial purchasers of the CMBS.
The prospectus supplement for certificates that evidence interests in CMBS
will specify, to the extent available and deemed material, (i) the aggregate
approximate initial and outstanding principal amount and type of the CMBS to be
included in the trust fund, (ii) the original and remaining term to stated
maturity of the CMBS, if applicable, (iii) the pass-through or bond rate of the
CMBS or the formula for determining such rates, (iv) the payment
characteristics of the CMBS, (v) the CMBS issuer, CMBS servicer and CMBS
trustee, (vi) a description of the credit support, if any, (vii) the
circumstances under which the related underlying mortgage loans, or the CMBS
themselves, may be purchased prior to their maturity, (viii) the terms on which
mortgage loans may be substituted for those originally underlying the CMBS,
(ix) the servicing fees payable under the CMBS agreement, (x) the type of
information in respect of the underlying mortgage loans described under
"--Mortgage Loans--Leases--Mortgage Loan Information in Prospectus Supplements"
and (xi) the characteristics of any cash flow agreements that relate to the
CMBS.
To the extent required under the securities laws, CMBS included among the
assets of a trust fund will (i) either have been registered under the
Securities Act of 1933, as amended, or be eligible for resale under Rule 144(k)
under the Securities Act of 1933, as amended, and (ii) have been acquired in a
bona fide secondary market transaction and not from the issuer or an affiliate.
CERTIFICATE ACCOUNTS
Each trust fund will include one or more certificate accounts established
and maintained on behalf of the certificateholders into which the person or
persons designated in the prospectus supplement will, to the extent described
in this prospectus and in the prospectus supplement, deposit all payments and
collections received or advanced with respect to the mortgage assets and other
assets in the trust fund. A certificate account may be maintained as an
interest bearing or a non-interest bearing account, and funds held therein may
be held as cash or invested in certain short-term, investment grade
obligations, in each case as described in the prospectus supplement.
38
CREDIT SUPPORT
If so provided in the prospectus supplement, partial or full protection
against certain defaults and losses on the mortgage assets in the trust fund
may be provided to one or more classes of certificates in the form of
subordination of one or more other classes of certificates or by one or more
other types of credit support, such as over collateralization, a letter of
credit, insurance policy, guarantee or reserve fund, or by a combination
thereof. The amount and types of credit support, the identity of the entity
providing it (if applicable) and related information with respect to each type
of credit support, if any, will be set forth in the prospectus supplement for
the certificates of each series. The prospectus supplement for any series of
certificates evidencing an interest in a trust fund that includes CMBS will
describe in the same fashion any similar forms of credit support that are
provided by or with respect to, or are included as part of the trust fund
evidenced by or providing security for, such CMBS to the extent information is
available and deemed material. The type, characteristic and amount of credit
support will be determined based on the characteristics of the mortgage assets
and other factors and will be established, in part, on the basis of
requirements of each rating agency rating a series of certificates. If so
specified in the prospectus supplement, any credit support may apply only in
the event of certain types of losses or delinquencies and the protection
against losses or delinquencies provided by such credit support will be
limited. See "Risk Factors--Credit Support May Not Cover Losses or Risks Which
Could Adversely Affect Payment on Your Certificates" and "Description of Credit
Support."
CASH FLOW AGREEMENTS
If so provided in the prospectus supplement, the trust fund may include
guaranteed investment contracts pursuant to which moneys held in the funds and
accounts established for the related series will be invested at a specified
rate. The trust fund may also include interest rate exchange agreements,
interest rate cap or floor agreements, currency exchange agreements or similar
agreements designed to reduce the effects of interest rate or currency exchange
rate fluctuations on the mortgage assets or on one or more classes of
certificates. The principal terms of any guaranteed investment contract or
other agreement, and the identity of the obligor under any guaranteed
investment contract or other agreement, will be described in the prospectus
supplement.
PRE-FUNDING
If so provided in the prospectus supplement, a trust fund may include
amounts on deposit in a separate pre-funding account that may be used by the
trust fund to acquire additional mortgage assets. Amounts in a pre-funding
account will not exceed 25% of the pool balance of the trust fund as of the
Cut-Off Date. Additional mortgage assets will be selected using criteria that
are substantially similar to the criteria used to select the mortgage assets
included in the trust fund on the closing date. The trust fund may acquire such
additional mortgage assets for a period of time of not more than 120 days after
the closing date for the related series of certificates. Amounts on deposit in
the pre-funding account after the end of the pre-funding period will be
distributed to certificateholders or such other person as set forth in the
prospectus supplement.
In addition, a trust fund may include a separate capitalized interest
account. Amounts on deposit in the capitalized interest account may be used to
supplement investment earnings, if any, of amounts on deposit in the
pre-funding account, supplement interest collections of the trust fund, or such
other purpose as specified in the prospectus supplement. Amounts on deposit in
the capitalized interest account and pre-funding account generally will be held
in cash or invested in short-term investment grade obligations. Any amounts on
deposit in the capitalized interest account will be released after the end of
the pre-funding period as specified in the prospectus supplement. See "Risk
Factors--Unused Amounts in Pre-Funding Accounts May Be Returned to You as a
Prepayment."
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YIELD CONSIDERATIONS
GENERAL
The yield on any offered certificate will depend on the price paid by the
certificateholder, the pass-through rate of the certificate and the amount and
timing of distributions on the certificate. See "Risk Factors--Prepayments and
Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and
May Affect Your Yield." The following discussion contemplates a trust fund that
consists solely of mortgage loans. While you generally can expect the
characteristics and behavior of mortgage loans underlying CMBS to have the same
effect on the yield to maturity and/or weighted average life of a class of
certificates as will the characteristics and behavior of comparable mortgage
loans, the effect may differ due to the payment characteristics of the CMBS. If
a trust fund includes CMBS, the prospectus supplement will discuss the effect
that the CMBS payment characteristics may have on the yield to maturity and
weighted average lives of the offered certificates.
PASS-THROUGH RATE
The certificates of any class within a series may have a fixed, variable
or adjustable pass-through rate, which may or may not be based upon the
interest rates borne by the mortgage loans in the related trust fund. The
prospectus supplement will specify the pass-through rate for each class of
certificates or, in the case of a class of offered certificates with a variable
or adjustable pass-through rate, the method of determining the pass-through
rate; the effect, if any, of the prepayment of any mortgage loan on the
pass-through rate of one or more classes of offered certificates; and whether
the distributions of interest on the offered certificates of any class will be
dependent, in whole or in part, on the performance of any obligor under a cash
flow agreement.
PAYMENT DELAYS
A period of time will elapse between the date upon which payments on the
mortgage loans in the related trust fund are due and the distribution date on
which such payments are passed through to certificateholders. That delay will
effectively reduce the yield that would otherwise be produced if payments on
such mortgage loans were distributed to certificateholders on or near the date
they were due.
SHORTFALLS IN COLLECTIONS OF INTEREST RESULTING FROM PREPAYMENTS
When a borrower makes a principal prepayment on a mortgage loan in full or
in part, the borrower is generally charged interest only for the period from
the date on which the preceding scheduled payment was due up to the date of
such prepayment, instead of for the full accrual period, that is, the period
from the due date of the preceding scheduled payment up to the due date for the
next scheduled payment. However, interest accrued on any series of certificates
and distributable thereon on any distribution date will generally correspond to
interest accrued on the principal balance of mortgage loans for their
respective full accrual periods. Consequently, if a prepayment on any mortgage
loan is distributable to certificateholders on a particular distribution date,
but such prepayment is not accompanied by interest thereon for the full accrual
period, the interest charged to the borrower (net of servicing and
administrative fees) may be less than the corresponding amount of interest
accrued and otherwise payable on the certificates of the related series. If and
to the extent that any prepayment interest shortfall is allocated to a class of
offered certificates, the yield on the offered certificates will be adversely
affected. The prospectus supplement will describe the manner in which any
prepayment interest shortfalls will be allocated among the classes of
certificates. If so specified in the prospectus supplement, the master servicer
will be required to apply some or all of its servicing compensation for the
corresponding period to offset the amount of any prepayment interest
shortfalls. The prospectus supplement will also describe any other amounts
available to offset prepayment interest shortfalls. See "Description of the
Pooling and Servicing Agreements--Servicing Compensation and Payment of
Expenses."
PREPAYMENT CONSIDERATIONS
A certificate's yield to maturity will be affected by the rate of
principal payments on the mortgage loans in the related trust fund and the
allocation of those principal payments to reduce the principal
40
balance (or notional amount, if applicable) of the certificate. The rate of
principal payments on the mortgage loans will in turn be affected by the
amortization schedules of the mortgage loans (which, in the case of adjustable
rate mortgage loans, will change periodically to accommodate adjustments to
their mortgage interest rates), the dates on which any balloon payments are
due, and the rate of principal prepayments thereon (including for this purpose,
prepayments resulting from liquidations of mortgage loans due to defaults,
casualties or condemnations affecting the mortgaged properties, or purchases of
mortgage loans out of the trust fund). Because the rate of principal
prepayments on the mortgage loans in any trust fund will depend on future
events and a variety of factors (as discussed more fully below), it is
impossible to predict with assurance a certificate's yield to maturity.
The extent to which the yield to maturity of a class of offered
certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and
to what degree, payments of principal on the mortgage loans in the related
trust fund are in turn distributed on such certificates (or, in the case of a
class of Stripped Interest Certificates, result in the reduction of the
notional amount of the Stripped Interest Certificate). Further, an investor
should consider, in the case of any offered certificate purchased at a
discount, the risk that a slower than anticipated rate of principal payments on
the mortgage loans in the trust fund could result in an actual yield to such
investor that is lower than the anticipated yield and, in the case of any
offered certificate purchased at a premium, the risk that a faster than
anticipated rate of principal payments could result in an actual yield to such
investor that is lower than the anticipated yield. In general, the earlier a
prepayment of principal on the mortgage loans is distributed on an offered
certificate purchased at a discount or premium (or, if applicable, is allocated
in reduction of the notional amount thereof), the greater will be the effect on
the investor's yield to maturity. As a result, the effect on an investor's
yield of principal payments (to the extent distributable in reduction of the
principal balance or notional amount of the investor's offered certificates)
occurring at a rate higher (or lower) than the rate anticipated by the investor
during any particular period would not be fully offset by a subsequent like
reduction (or increase) in the rate of principal payments.
A class of certificates, including a class of offered certificates, may
provide that on any distribution date the holders of certificates are entitled
to a pro rata share of the prepayments (including prepayments occasioned by
defaults) on the mortgage loans in the related trust fund that are
distributable on that date, to a disproportionately large share (which, in some
cases, may be all) of such prepayments, or to a disproportionately small share
(which, in some cases, may be none) of the prepayments. As and to the extent
described in the prospectus supplement, the entitlements of the various classes
of certificateholders of any series to receive payments (and, in particular,
prepayments) of principal of the mortgage loans in the related trust fund may
vary based on the occurrence of certain events (e.g., the retirement of one or
more classes of a series of certificates) or subject to certain contingencies
(e.g., prepayment and default rates with respect to the mortgage loans).
In general, the notional amount of a class of Stripped Interest
Certificates will either (i) be based on the principal balances of some or all
of the mortgage assets in the related trust fund or (ii) equal the certificate
balances of one or more of the other classes of certificates of the same
series. Accordingly, the yield on such Stripped Interest Certificates will be
directly related to the amortization of the mortgage assets or classes of
certificates, as the case may be. Thus, if a class of certificates of any
series consists of Stripped Interest Certificates or Stripped Principal
Certificates, a lower than anticipated rate of principal prepayments on the
mortgage loans in the related trust fund will negatively affect the yield to
investors in Stripped Principal Certificates, and a higher than anticipated
rate of principal prepayments on the mortgage loans will negatively affect the
yield to investors in Stripped Interest Certificates.
The depositor is not aware of any relevant publicly available or
authoritative statistics with respect to the historical prepayment experience
of a large group of multifamily or commercial mortgage loans. However, the
extent of prepayments of principal of the mortgage loans in any trust fund may
be affected by a number of factors, including, without limitation, the
availability of mortgage credit, the relative economic vitality of the area in
which the mortgaged properties are located, the quality of management of the
mortgaged properties, the servicing of the mortgage loans, possible changes in
tax laws and other opportunities for investment. In addition, the rate of
principal payments on the mortgage loans in any
41
trust fund may be affected by the existence of lockout periods and requirements
that principal prepayments be accompanied by prepayment premiums, and by the
extent to which such provisions may be practicably enforced.
The rate of prepayment on a pool of mortgage loans is also affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
coupon, a borrower may have an increased incentive to refinance its mortgage
loan. In addition, as prevailing market interest rates decline, even borrowers
with adjustable rate mortgage loans that have experienced a corresponding
interest rate decline may have an increased incentive to refinance for purposes
of either (i) converting to a fixed rate loan and thereby "locking in" such
rate or (ii) taking advantage of the initial "teaser rate" (a mortgage interest
rate below what it would otherwise be if the applicable index and gross margin
were applied) on another adjustable rate mortgage loan.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
mortgaged properties in order to realize their equity therein, to meet cash
flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws (which are subject to change) to sell
mortgaged properties prior to the exhaustion of tax depreciation benefits. The
depositor will make no representation as to the particular factors that will
affect the prepayment of the mortgage loans in any trust fund, as to the
relative importance of such factors, as to the percentage of the principal
balance of the mortgage loans that will be paid as of any date or as to the
overall rate of prepayment on the mortgage loans.
WEIGHTED AVERAGE LIFE AND MATURITY
The rate at which principal payments are received on the mortgage loans in
a trust fund will affect the ultimate maturity and the weighted average life of
one or more classes of a series of certificates. Weighted average life refers
to the average amount of time that will elapse from the date of issuance of an
instrument until each dollar of the principal amount of such instrument is
repaid to the investor.
The weighted average life and maturity of a class of certificates of a
series will be influenced by the rate at which principal on the mortgage loans,
whether in the form of scheduled amortization or prepayments (for this purpose,
the term "prepayment" includes voluntary prepayments, liquidations due to
default and purchases of mortgage loans out of the trust fund), is paid to that
class of certificateholders. Prepayment rates on loans are commonly measured
relative to a prepayment standard or model, such as the CPR prepayment model or
the SPA prepayment model. CPR represents an assumed constant rate of prepayment
each month (expressed as an annual percentage) relative to the then outstanding
principal balance of a pool of loans for the life of those loans. SPA
represents an assumed variable rate of prepayment each month (expressed as an
annual percentage) relative to the then outstanding principal balance of a pool
of loans, with different prepayment assumptions often expressed as percentages
of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment
rates of 0.2% per annum of the then outstanding principal balance of loans in
the first month of the life of the loans and an additional 0.2% per annum in
each following month until the 30th month. Beginning in the 30th month, and in
each following month during the life of the loans, 100% of SPA assumes a
constant prepayment rate of 6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of loans. Moreover, the
CPR and SPA models were developed based upon historical prepayment experience
for single-family loans. Thus, it is unlikely that the prepayment experience of
the mortgage loans included in any trust fund will conform to any particular
level of CPR or SPA.
The prospectus supplement for each series of certificates will contain
tables, if applicable, setting forth the projected weighted average life of
each class of offered certificates and the percentage of the initial
certificate balance of each class that would be outstanding on specified
distribution dates based on the assumptions stated in the prospectus
supplement, including assumptions that borrowers make prepayments on the
mortgage loans at rates corresponding to various percentages of CPR or SPA, or
at such other rates specified in the prospectus supplement. The tables and
assumptions will illustrate the
42
sensitivity of the weighted average lives of the certificates to various
assumed prepayment rates and will not be intended to predict, or to provide
information that will enable investors to predict, the actual weighted average
lives of the certificates.
CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES
A series of certificates may include one or more controlled amortization
classes that are designed to provide increased protection against prepayment
risk by transferring that risk to one or more companion classes. Unless
otherwise specified in the prospectus supplement, each controlled amortization
class will either be a planned amortization class or a targeted amortization
class. In general, distributions of principal on a planned amortization class
of certificates are made in accordance with a specified amortization schedule
so long as prepayments on the underlying mortgage loans occur within a
specified range of constant prepayment rates and, as described below, so long
as one or more companion classes remain to absorb excess cash flows and make up
for shortfalls. For example, if the rate of prepayments is significantly higher
than expected, the excess prepayments will be applied to retire the companion
classes prior to reducing the principal balance of a planned amortization
class. If the rate of prepayments is significantly lower than expected, a
disproportionately large portion of prepayments may be applied to a planned
amortization class. Once the companion classes for a planned amortization class
are retired, the planned amortization class of certificates will have no
further prepayment protection. A targeted amortization class of certificates is
similar to a planned amortization class of certificates, but a targeted
amortization class structure generally does not draw on companion classes to
make up cash flow shortfalls, and will generally not provide protection to the
targeted amortization class against the risk that prepayments occur more slowly
than expected.
In general, the reduction of prepayment risk afforded to a controlled
amortization class comes at the expense of one or more companion classes of the
same series (any of which may also be a class of offered certificates) which
absorb a disproportionate share of the overall prepayment risk of a given
structure. As more particularly described in the prospectus supplement, the
holders of a companion class will receive a disproportionately large share of
prepayments when the rate of prepayment exceeds the rate assumed in structuring
the controlled amortization class, and (in the case of a companion class that
supports a planned amortization class of certificates) a disproportionately
small share of prepayments (or no prepayments) when the rate of prepayment
falls below that assumed rate. Thus, as and to the extent described in the
prospectus supplement, a companion class will absorb a disproportionate share
of the risk that a relatively fast rate of prepayments will result in the early
retirement of the investment, that is, "call risk," and, if applicable, the
risk that a relatively slow rate of prepayments will extend the average life of
the investment, that is, "extension risk", that would otherwise be allocated to
the related controlled amortization class. Accordingly, companion classes can
exhibit significant average life variability.
OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY
Balloon Payments; Extensions of Maturity. Some or all of the mortgage
loans included in a trust fund may require that balloon payments be made at
maturity. Because the ability of a borrower to make a balloon payment typically
will depend upon its ability either to refinance the loan or to sell the
mortgaged property, there is a risk that mortgage loans that require balloon
payments may default at maturity, or that the maturity of such a mortgage loan
may be extended in connection with a workout. In the case of defaults, recovery
of proceeds may be delayed by, among other things, bankruptcy of the borrower
or adverse conditions in the market where the property is located. In order to
minimize losses on defaulted mortgage loans, the master servicer or a special
servicer, to the extent and under the circumstances set forth in this
prospectus and in the prospectus supplement, may be authorized to modify
mortgage loans that are in default or as to which a payment default is
imminent. Any defaulted balloon payment or modification that extends the
maturity of a mortgage loan may delay distributions of principal on a class of
offered certificates and thereby extend the weighted average life of the
certificates and, if the certificates were purchased at a discount, reduce the
yield thereon.
Negative Amortization. Mortgage loans that permit negative amortization
can affect the weighted average life of a class of certificates. In general,
mortgage loans that permit negative amortization by their
43
terms limit the amount by which scheduled payments may adjust in response to
changes in mortgage interest rates and/or provide that scheduled payment
amounts will adjust less frequently than the mortgage interest rates.
Accordingly, during a period of rising interest rates, the scheduled payment on
a mortgage loan that permits negative amortization may be less than the amount
necessary to amortize the loan fully over its remaining amortization schedule
and pay interest at the then applicable mortgage interest rate. In that case,
the mortgage loan balance would amortize more slowly than necessary to repay it
over its schedule and, if the amount of scheduled payment were less than the
amount necessary to pay current interest at the applicable mortgage interest
rate, the loan balance would negatively amortize to the extent of the amount of
the interest shortfall. Conversely, during a period of declining interest
rates, the scheduled payment on a mortgage loan that permits negative
amortization may exceed the amount necessary to amortize the loan fully over
its remaining amortization schedule and pay interest at the then applicable
mortgage interest rate. In that case, the excess would be applied to principal,
thereby resulting in amortization at a rate faster than necessary to repay the
mortgage loan balance over its schedule.
A slower or negative rate of mortgage loan amortization would
correspondingly be reflected in a slower or negative rate of amortization for
one or more classes of certificates of the related series. Accordingly, the
weighted average lives of mortgage loans that permit negative amortization (and
that of the classes of certificates to which any such negative amortization
would be allocated or which would bear the effects of a slower rate of
amortization on the mortgage loans) may increase as a result of such feature. A
faster rate of mortgage loan amortization will shorten the weighted average
life of the mortgage loans and, correspondingly, the weighted average lives of
those classes of certificates then entitled to a portion of the principal
payments on those mortgage loans. The prospectus supplement will describe, if
applicable, the manner in which negative amortization in respect of the
mortgage loans in any trust fund is allocated among the respective classes of
certificates of the related series.
Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the mortgage loans that are foreclosed in relation to the
number and principal amount of mortgage loans that are repaid in accordance
with their terms will affect the weighted average lives of those mortgage loans
and, accordingly, the weighted average lives of and yields on the certificates
of the related series. Servicing decisions made with respect to the mortgage
loans, including the use of payment plans prior to a demand for acceleration
and the restructuring of mortgage loans in bankruptcy proceedings, may also
have an effect upon the payment patterns of particular mortgage loans and thus
the weighted average lives of and yields on the certificates of the related
series.
Losses and Shortfalls on the Mortgage Assets. The yield to holders of the
offered certificates of any series will directly depend on the extent to which
such holders are required to bear the effects of any losses or shortfalls in
collections arising out of defaults on the mortgage assets in the related trust
fund and the timing of such losses and shortfalls. In general, the earlier that
any such loss or shortfall occurs, the greater will be the negative effect on
yield for any class of certificates that is required to bear the effects of the
loss or shortfall.
The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support) will be allocated among
the classes of certificates of the related series in the priority and manner,
and subject to the limitations, specified in the prospectus supplement. As
described in the prospectus supplement, such allocations may result in
reductions in the entitlements to interest and/or certificate balances of one
or more classes of certificates, or may be effected simply by a prioritization
of payments among the classes of certificates. The yield to maturity on a class
of subordinate certificates may be extremely sensitive to losses and shortfalls
in collections on the mortgage assets in the related trust fund.
Additional Certificate Amortization. In addition to entitling
certificateholders to a specified portion (which may range from none to all) of
the principal payments received on the mortgage assets in the related trust
fund, one or more classes of certificates of any series, including one or more
classes of offered certificates of a series, may provide for distributions of
principal from (i) amounts attributable to interest accrued but not currently
distributable on one or more classes of Accrual Certificates, (ii) excess funds
or (iii) any other amounts described in the prospectus supplement. As
specifically set forth in the prospectus supplement, "excess funds" generally
will represent that portion of the amounts distributable in respect
44
of the certificates of any series on any distribution date that represent (i)
interest received or advanced on the mortgage assets in the related trust fund
that is in excess of the interest currently distributable on that series of
certificates, as well as any interest accrued but not currently distributable
on any Accrual Certificates of that series or (ii) prepayment premiums,
payments from equity participations entitling the lender to a share of profits
realized from the operation or disposition of the mortgaged property, or any
other amounts received on the mortgage assets in the trust fund that do not
constitute interest thereon or principal thereof.
The amortization of any class of certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of
certificates and, if those certificates were purchased at a premium, reduce the
yield on those certificates. The prospectus supplement will discuss the
relevant factors that you should consider in determining whether distributions
of principal of any class of certificates out of such sources would have any
material effect on the rate at which your certificates are amortized.
THE DEPOSITOR
Wachovia Commercial Mortgage Securities, Inc., the depositor, is a North
Carolina corporation organized on August 17, 1988 as a wholly-owned subsidiary
of Wachovia Bank, National Association (formerly known as First Union National
Bank), a national banking association with its main office located in
Charlotte, North Carolina. Wachovia Bank, National Association is a subsidiary
of Wachovia Corporation, a North Carolina corporation registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended.
Wachovia Corporation is a financial holding company under the
Gramm-Leach-Bliley Act. The depositor's principal business is to acquire, hold
and/or sell or otherwise dispose of cash flow assets, usually in connection
with the securitization of that asset. The depositor maintains its principal
office at 301 South College Street, Charlotte, North Carolina 28288-0166. Its
telephone number is 704-374-6161. There can be no assurance that the depositor
will have any significant assets.
USE OF PROCEEDS
The net proceeds to be received from the sale of certificates will be
applied by the depositor to the purchase of trust assets or will be used by the
depositor for general corporate purposes. The depositor expects to sell the
certificates from time to time, but the timing and amount of offerings of
certificates will depend on a number of factors, including the volume of
mortgage assets acquired by the depositor, prevailing interest rates,
availability of funds and general market conditions.
45
DESCRIPTION OF THE CERTIFICATES
GENERAL
In the aggregate, the certificates of each series of certificates will
represent the entire beneficial ownership interest in the trust fund created
pursuant to the related pooling and servicing agreement. Each series of
certificates may consist of one or more classes of certificates (including
classes of offered certificates), and such class or classes may (i) provide for
the accrual of interest thereon at a fixed, variable or adjustable rate; (ii)
be senior or subordinate to one or more other classes of certificates in
entitlement to certain distributions on the certificates; (iii) be entitled, as
Stripped Principal Certificates, to distributions of principal with
disproportionately small, nominal or no distributions of interest; (iv) be
entitled, as Stripped Interest Certificates, to distributions of interest with
disproportionately small, nominal or no distributions of principal; (v) provide
for distributions of principal and/or interest thereon that commence only after
the occurrence of certain events such as the retirement of one or more other
classes of certificates of such series; (vi) provide for distributions of
principal to be made, from time to time or for designated periods, at a rate
that is faster (and, in some cases, substantially faster) or slower (and, in
some cases, substantially slower) than the rate at which payments or other
collections of principal are received on the mortgage assets in the related
trust fund; (vii) provide for distributions of principal to be made, subject to
available funds, based on a specified principal payment schedule or other
methodology; and/or (viii) provide for distributions based on a combination of
two or more components thereof with one or more of the characteristics
described in this paragraph, including a Stripped Principal Certificate
component and a Stripped Interest Certificate component, to the extent of
available funds, in each case as described in the prospectus supplement. Any
such classes may include classes of offered certificates. With respect to
certificates with two or more components, references in this prospectus to
certificate balance, notional amount and pass-through rate refer to the
principal balance, if any, notional amount, if any, and the pass-through rate,
if any, for that component.
Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the certificate balances or, in the case of
Stripped Interest Certificates or REMIC residual certificates, notional amounts
or percentage interests specified in the prospectus supplement. As provided in
the prospectus supplement, one or more classes of offered certificates of any
series may be issued in fully registered, definitive form or may be offered in
book-entry format through the facilities of DTC. The offered certificates of
each series (if issued as definitive certificates) may be transferred or
exchanged, subject to any restrictions on transfer described in the prospectus
supplement, at the location specified in the prospectus supplement, without the
payment of any service charge, other than any tax or other governmental charge
payable in connection therewith. Interests in a class of book-entry
certificates will be transferred on the book-entry records of DTC and its
participating organizations. See "Risk Factors--Your Ability to Resell
Certificates May Be Limited Because of Their Characteristics," and "--The
Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates."
DISTRIBUTIONS
Distributions on the certificates of each series will be made by or on
behalf of the trustee or master servicer on each distribution date as specified
in the prospectus supplement from the Available Distribution Amount for such
series and such distribution date.
Except as otherwise specified in the prospectus supplement, distributions
on the certificates of each series (other than the final distribution in
retirement of any certificate) will be made to the persons in whose names those
certificates are registered on the record date, which is the close of business
on the last business day of the month preceding the month in which the
applicable distribution date occurs, and the amount of each distribution will
be determined as of the close of business on the determination date that is
specified in the prospectus supplement. All distributions with respect to each
class of certificates on each distribution date will be allocated pro rata
among the outstanding certificates in that class. The trustee will make
payments either by wire transfer in immediately available funds to the account
of a certificateholder at a bank or other entity having appropriate facilities
therefor, if such certificateholder has provided the trustee or other person
required to make such payments with wiring instructions (which may be provided
46
in the form of a standing order applicable to all subsequent distributions) no
later than the date specified in the prospectus supplement (and, if so provided
in the prospectus supplement, such certificateholder holds certificates in the
requisite amount or denomination specified in the prospectus supplement), or by
check mailed to the address of the certificateholder as it appears on the
certificate register; provided, however, that the trustee will make the final
distribution in retirement of any class of certificates (whether definitive
certificates or book-entry certificates) only upon presentation and surrender
of the certificates at the location specified in the notice to
certificateholders of such final distribution.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of certificates of each series (other than certain classes of
Stripped Principal Certificates and certain REMIC residual certificates that
have no pass-through rate) may have a different pass-through rate which may be
fixed, variable or adjustable. The prospectus supplement will specify the
pass-through rate or, in the case of a variable or adjustable pass-through
rate, the method for determining the pass-through rate, for each class. Unless
otherwise specified in the prospectus supplement, interest on the certificates
of each series will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
Distributions of interest in respect of the certificates of any class
(other than any class of Accrual Certificates that will be entitled to
distributions of accrued interest commencing only on the distribution date, or
under the circumstances, specified in the prospectus supplement, and other than
any class of Stripped Principal Certificates or REMIC residual certificates
that is not entitled to any distributions of interest) will be made on each
distribution date based on the Accrued Certificate Interest for such class and
such distribution date, subject to the sufficiency of the portion of the
Available Distribution Amount allocable to such class on such distribution
date. Prior to the time interest is distributable on any class of Accrual
Certificates, the amount of Accrued Certificate Interest otherwise
distributable on that class will be added to the certificate balance of that
class on each distribution date. With respect to each class of certificates
(other than some classes of Stripped Interest Certificates and REMIC residual
certificates), Accrued Certificate Interest for each distribution date will be
equal to interest at the applicable pass-through rate accrued for a specified
period (generally the period between distribution dates) on the outstanding
certificate balance thereof immediately prior to such distribution date. Unless
otherwise provided in the prospectus supplement, Accrued Certificate Interest
for each distribution date on Stripped Interest Certificates will be similarly
calculated except that it will accrue on a notional amount that is either (i)
based on the principal balances of some or all of the mortgage assets in the
related trust fund or (ii) equal to the certificate balances of one or more
other classes of certificates of the same series. Reference to a notional
amount with respect to a class of Stripped Interest Certificates is solely for
convenience in making certain calculations and does not represent the right to
receive any distributions of principal.
If so specified in the prospectus supplement, the amount of Accrued
Certificate Interest that is otherwise distributable on (or, in the case of
Accrual Certificates, that may otherwise be added to the certificate balance
of) one or more classes of the certificates of a series will be reduced to the
extent that any prepayment interest shortfalls, as described under "Yield
Considerations--Shortfalls in Collections of Interest Resulting from
Prepayments" exceed the amount of any sums (including, if and to the extent
specified in the prospectus supplement, the master servicer's servicing
compensation) that are applied to offset such shortfalls. The particular manner
in which prepayment interest shortfalls will be allocated among some or all of
the classes of certificates of that series will be specified in the prospectus
supplement. The prospectus supplement will also describe the extent to which
the amount of Accrued Certificate Interest that is otherwise distributable on
(or, in the case of Accrual Certificates, that may otherwise be added to the
certificate balance of) a class of offered certificates may be reduced as a
result of any other contingencies, including delinquencies, losses and deferred
interest on or in respect of the mortgage assets in the related trust fund.
Unless otherwise provided in the prospectus supplement, any reduction in the
amount of Accrued Certificate Interest otherwise distributable on a class of
certificates by reason of the allocation to such class of a portion of any
deferred interest on or in respect of the mortgage assets in the related trust
fund will result in a corresponding increase in the certificate balance of that
class. See "Risk Factors--Prepayment and Repurchases of the Mortgage Assets
Will Affect the Timing of Your Cash Flow and May Affect Your Yield" and "Yield
Considerations."
47
DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES
Each class of certificates of each series (other than certain classes of
Stripped Interest Certificates or REMIC residual certificates) will have a
certificate balance which, at any time, will equal the then maximum amount that
the holders of certificates of that class will be entitled to receive in
respect of principal out of the future cash flow on the mortgage assets and
other assets included in the related trust fund. The outstanding certificate
balance of a class of certificates will be reduced by distributions of
principal made on those certificates from time to time and, if so provided in
the prospectus supplement, further by any losses incurred in respect of the
related mortgage assets allocated to those certificates from time to time. In
turn, the outstanding certificate balance of a class of certificates may be
increased as a result of any deferred interest on or in respect of the related
mortgage assets that is allocated to those certificates from time to time, and
will be increased, in the case of a class of Accrual Certificates prior to the
distribution date on which distributions of interest on those Accrual
Certificates are required to commence, by the amount of any Accrued Certificate
Interest in respect thereof (reduced as described above). Unless otherwise
provided in the prospectus supplement, the initial aggregate certificate
balance of all classes of a series of certificates will not be greater than the
aggregate outstanding principal balance of the related mortgage assets as of
the applicable Cut-Off Date, after application of scheduled payments due on or
before such date, whether or not received.
As and to the extent described in the prospectus supplement, distributions
of principal with respect to a series of certificates will be made on each
distribution date to the holders of the class or classes of certificates of
such series entitled to distributions until the certificate balances of those
certificates have been reduced to zero. Distributions of principal with respect
to one or more classes of certificates may be made at a rate that is faster
(and, in some cases, substantially faster) than the rate at which payments or
other collections of principal are received on the mortgage assets in the
related trust fund, may not commence until the occurrence of certain events,
such as the retirement of one or more other classes of certificates of the same
series, or may be made at a rate that is slower (and, in some cases,
substantially slower) than the rate at which payments or other collections of
principal are received on such mortgage assets. In addition, distributions of
principal with respect to one or more classes of controlled amortization
certificates may be made, subject to available funds, based on a specified
principal payment schedule and, with respect to one or more classes of
companion classes of certificates, may be contingent on the specified principal
payment schedule for a controlled amortization class of certificates of the
same series and the rate at which payments and other collections of principal
on the mortgage assets in the related trust fund are received. Unless otherwise
specified in the prospectus supplement, distributions of principal of any class
of certificates will be made on a pro rata basis among all of the certificates
belonging to that class.
COMPONENTS
To the extent specified in the prospectus supplement, distribution on a
class of certificates may be based on a combination of two or more different
components as described under "--General" above. To that extent, the
descriptions set forth under "--Distributions of Interest on the Certificates"
and "--Distributions of Principal of the Certificates" above also relate to
components of such a class of certificates. In such case, reference in those
sections to certificate balance and pass-through rate refer to the principal
balance, if any, of any of the components and the pass-through rate, if any, on
any component, respectively.
DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF EQUITY PARTICIPATIONS
If so provided in the prospectus supplement, prepayment premiums or
payments in respect of equity participations entitling the lender to a share of
profits realized from the operation or disposition of the mortgaged property
received on or in connection with the mortgage assets in any trust fund will be
distributed on each distribution date to the holders of the class of
certificates of the related series entitled thereto in accordance with the
provisions described in such prospectus supplement.
ALLOCATION OF LOSSES AND SHORTFALLS
If so provided in the prospectus supplement for a series of certificates
consisting of one or more classes of subordinate certificates, on any
distribution date in respect of which losses or shortfalls in
48
collections on the mortgage assets have been incurred, the amount of such
losses or shortfalls will be borne first by a class of subordinate certificates
in the priority and manner and subject to the limitations specified in the
prospectus supplement. See "Description of Credit Support" for a description of
the types of protection that may be included in shortfalls on mortgage assets
comprising the trust fund.
ADVANCES IN RESPECT OF DELINQUENCIES
With respect to any series of certificates evidencing an interest in a
trust fund, unless otherwise provided in the prospectus supplement, a servicer
or another entity described therein will be required as part of its servicing
responsibilities to advance on or before each distribution date its own funds
or funds held in the related certificate account that are not included in the
Available Distribution Amount for such distribution date, in an amount equal to
the aggregate of payments of principal (other than any balloon payments) and
interest (net of related servicing fees) that were due on the mortgage loans in
the trust fund and were delinquent on the related determination date, subject
to the servicer's (or another entity's) good faith determination that such
advances will be reimbursable from the loan proceeds. In the case of a series
of certificates that includes one or more classes of subordinate certificates
and if so provided in the prospectus supplement, each servicer's (or another
entity's) advance obligation may be limited only to the portion of such
delinquencies necessary to make the required distributions on one or more
classes of senior certificates and/or may be subject to the servicer's (or
another entity's) good faith determination that such advances will be
reimbursable not only from the loan proceeds but also from collections on other
trust assets otherwise distributable on one or more classes of subordinate
certificates. See "Description of Credit Support".
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates entitled
thereto, rather than to guarantee or insure against losses. Unless otherwise
provided in the prospectus supplement, advances of a servicer's (or another
entity's) funds will be reimbursable only out of recoveries on the mortgage
loans (including amounts received under any form of credit support) respecting
which advances were made and, if so provided in the prospectus supplement, out
of any amounts otherwise distributable on one or more classes of subordinate
certificates of such series; provided, however, that any advance will be
reimbursable from any amounts in the related certificate account prior to any
distributions being made on the certificates to the extent that a servicer (or
such other entity) shall determine in good faith that such advance is not
ultimately recoverable from related proceeds on the mortgage loans or, if
applicable, from collections on other trust assets otherwise distributable on
the subordinate certificates.
If advances have been made from excess funds in a certificate account, the
master servicer or other person that advanced such funds will be required to
replace such funds in the certificate account on any future distribution date
to the extent that funds then in the certificate account are insufficient to
permit full distributions to certificateholders on that date. If so specified
in the prospectus supplement, the obligation of a master servicer or other
specified person to make advances may be secured by a cash advance reserve fund
or a surety bond. If applicable, we will provide in the prospectus supplement
information regarding the characteristics of, and the identity of any obligor
on, any such surety bond.
If and to the extent so provided in the prospectus supplement, any entity
making advances will be entitled to receive interest on those advances for the
period that such advances are outstanding at the rate specified therein and
will be entitled to pay itself that interest periodically from general
collections on the mortgage assets prior to any payment to certificateholders
as described in the prospectus supplement.
The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes CMBS will describe any comparable
advancing obligation of a party to the related pooling and servicing agreement
or of a party to the related CMBS agreement.
REPORTS TO CERTIFICATEHOLDERS
On each distribution date a master servicer or trustee will forward to the
holder of certificates of each class of a series a distribution date statement
accompanying the distribution of principal and/or interest to those holders. As
further provided in the prospectus supplement, the distribution date statement
for each class will set forth to the extent applicable and available:
49
(i) the amount of such distribution to holders of certificates of such
class applied to reduce the certificate balance thereof;
(ii) the amount of such distribution to holders of certificates of such
class allocable to Accrued Certificate Interest;
(iii) the amount, if any, of such distribution to holders of
certificates of such class allocable to prepayment premiums;
(iv) the amount of servicing compensation received by each servicer and
such other customary information as the master servicer or the trustee
deems necessary or desirable, or that a certificateholder reasonably
requests, to enable certificateholders to prepare their tax returns;
(v) the aggregate amount of advances included in such distribution and
the aggregate amount of unreimbursed advances at the close of business
on, or as of a specified date shortly prior to, such distribution date;
(vi) the aggregate principal balance of the related mortgage loans on,
or as of a specified date shortly prior to, such distribution date;
(vii) the number and aggregate principal balance of any mortgage loans
in respect of which (A) one scheduled payment is delinquent, (B) two
scheduled payments are delinquent, (C) three or more scheduled payments
are delinquent and (D) foreclosure proceedings have been commenced;
(viii) with respect to any mortgage loan liquidated during the related
prepayment period (as to the current distribution date, generally the
period extending from the prior distribution date to and including the
current distribution date) in connection with a default on that mortgage
loan or because the mortgage loan was purchased out of the trust fund
(other than a payment in full), (A) the loan number, (B) the aggregate
amount of liquidation proceeds received and (C) the amount of any loss
to certificateholders;
(ix) with respect to any REO Property sold during the related
collection period, (A) the loan number of the related mortgage loan, (B)
the aggregate amount of sales proceeds and (C) the amount of any loss to
certificateholders in respect of the related mortgage loan;
(x) the certificate balance or notional amount of each class of
certificates (including any class of certificates not offered hereby)
immediately before and immediately after such distribution date,
separately identifying any reduction in the certificate balance due to
the allocation of any losses in respect of the related mortgage loans;
(xi) the aggregate amount of principal prepayments made on the mortgage
loans during the related prepayment period;
(xii) the amount deposited in or withdrawn from any reserve fund on
such distribution date, and the amount remaining on deposit in the
reserve fund as of the close of business on such distribution date;
(xiii) the amount of any Accrued Certificate Interest due but not paid
on such class of offered certificates at the close of business on such
distribution date; and
(xiv) if such class of offered certificates has a variable pass-through
rate or an adjustable pass-through rate, the pass-through rate applicable
thereto for such distribution date.
In the case of information furnished pursuant to subclauses (i)-(iv)
above, the amounts will be expressed as a dollar amount per minimum
denomination of the relevant class of offered certificates or per a specified
portion of such minimum denomination. The prospectus supplement for each series
of offered certificates will describe any additional information to be included
in reports to the holders of such certificates.
Within a reasonable period of time after the end of each calendar year,
the related master servicer or trustee, as the case may be, will be required to
furnish to each person who at any time during the
50
calendar year was a holder of an offered certificate a statement containing the
information set forth in subclauses (i)-(iv) above, aggregated for such
calendar year or the applicable portion thereof during which such person was a
certificateholder. Such obligation will be deemed to have been satisfied to the
extent that substantially comparable information is provided pursuant to any
requirements of the Code as are from time to time in force. See, however,
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates."
If the trust fund for a series of certificates includes CMBS, the ability
of the related master servicer or trustee, as the case may be, to include in
any distribution date statement information regarding the mortgage loans
underlying such CMBS will depend on the reports received with respect to such
CMBS. In such cases, the prospectus supplement will describe the loan-specific
information to be included in the distribution date statements that will be
forwarded to the holders of the offered certificates of that series in
connection with distributions made to them.
VOTING RIGHTS
The voting rights evidenced by each series of certificates will be
allocated among the respective classes of such series in the manner described
in the prospectus supplement.
Certificateholders will generally have a right to vote only with respect
to required consents to certain amendments to the related pooling and servicing
agreement and as otherwise specified in the prospectus supplement. See
"Description of the Pooling and Servicing Agreements--Amendment." The holders
of specified amounts of certificates of a particular series will have the
collective right to remove the related trustee and also to cause the removal of
the related master servicer in the case of an event of default under the
related pooling and servicing agreement on the part of the master servicer. See
"Description of the Pooling and Servicing Agreements--Events of Default,"
"--Rights upon Event of Default" and "--Resignation and Removal of the
Trustee."
TERMINATION
The obligations created by the pooling and servicing agreement for each
series of certificates will terminate upon the payment (or provision for
payment) to certificateholders of that series of all amounts held in the
related certificate account, or otherwise by the related master servicer or
trustee or by a special servicer, and required to be paid to such
certificateholders pursuant to such pooling and servicing agreement following
the earlier of (i) the final payment or other liquidation of the last mortgage
asset subject to the pooling and servicing agreement or the disposition of all
property acquired upon foreclosure of any mortgage loan subject to the pooling
and servicing agreement and (ii) the purchase of all of the assets of the
related trust fund by the party entitled to effect such termination, under the
circumstances and in the manner that will be described in the prospectus
supplement. Written notice of termination of a pooling and servicing agreement
will be given to each certificateholder of the related series, and the final
distribution will be made only upon presentation and surrender of the
certificates of such series at the location to be specified in the notice of
termination.
If so specified in the prospectus supplement, a series of certificates
will be subject to optional early termination through the repurchase of the
assets in the related trust fund by a party that will be specified in the
prospectus supplement, under the circumstances and in the manner set forth in
the prospectus supplement. If so provided in the prospectus supplement, upon
the reduction of the certificate balance of a specified class or classes of
certificates by a specified percentage or amount, a party identified in the
prospectus supplement will be authorized or required to solicit bids for the
purchase of all the assets of the related trust fund, or of a sufficient
portion of such assets to retire such class or classes, under the circumstances
and in the manner set forth in the prospectus supplement. In any event, unless
otherwise disclosed in the prospectus supplement, any such repurchase or
purchase shall be at a price or prices that are generally based upon the unpaid
principal balance of, plus accrued interest on, all mortgage loans (other than
mortgage loans secured by REO Properties) then included in a trust fund and the
fair market value of all REO Properties then included in the trust fund, which
may or may not result in full payment of the aggregate certificate balance plus
accrued interest and any undistributed shortfall in interest for the then
outstanding certificates. Any sale of trust fund assets will be without
recourse to the trust and/or
51
certificateholders, provided, however, that there can be no assurance that in
all events a court would accept such a contractual stipulation.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the prospectus supplement, one or more classes of the
offered certificates of any series will be offered in book-entry format through
the facilities of DTC, and each such class will be represented by one or more
global certificates registered in the name of DTC or its nominee.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking corporation" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participating organizations deposit
with DTC. DTC also facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book entry changes in their accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
participants that maintain accounts with DTC include securities brokers and
dealers, banks, trust companies and clearing corporations and may include
certain other organizations. DTC is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the DTC system also is available to indirect participants in the DTC system
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct participant in the
DTC system, either directly or indirectly. The rules applicable to DTC and its
participants are on file with the Securities and Exchange Commission.
Purchases of book-entry certificates under the DTC system must be made by
or through direct participants in the DTC system, which will receive a credit
for the book-entry certificates on DTC's records. A certificate owner's
ownership interest as an actual purchaser of a book-entry certificate will in
turn be recorded on the records of direct participants and indirect
participants. Certificate owners will not receive written confirmation from DTC
of their purchases, but certificate owners are expected to receive written
confirmations providing details of such transactions, as well as periodic
statements of their holdings, from the direct participant or indirect
participant through which each certificate owner entered into the transaction.
Transfers of ownership interest in the book-entry certificates will be
accomplished by entries made on the books of participants acting on behalf of
certificate owners. Certificate owners will not receive certificates
representing their ownership interests in the book-entry certificates, except
in the event that use of the book-entry system for the book-entry certificates
of any series is discontinued as described below.
DTC will not know the identity of actual certificate owners of the
book-entry certificates; DTC's records reflect only the identity of the direct
participants in the DTC system to whose accounts such certificates are
credited. The participants will remain responsible for keeping account of their
holdings on behalf of their customers. Notices and other communications
conveyed by DTC to direct participants in the DTC system, by direct
participants to indirect participants, and by direct participants and indirect
participants to certificate owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Distributions on the book-entry certificates will be made to DTC. DTC's
practice is to credit direct participants' accounts on the related distribution
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on such date.
Disbursement of such distributions by participants to certificate owners will
be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of each such participant (and
not of DTC, the depositor or any trustee or master servicer), subject to any
statutory or regulatory requirements as may be in effect from time to time.
Under a book-entry system, certificate owners may receive payments after the
related distribution date.
As may be provided in the prospectus supplement, the only
"certificateholder" (as such term is used in the related pooling and servicing
agreement) of a book-entry certificate will be the nominee of DTC,
52
and the certificate owners will not be recognized as certificateholders under
the pooling and servicing agreement. Certificate owners will be permitted to
exercise the rights of certificateholders under the related pooling and
servicing agreement only indirectly through the participants who in turn will
exercise their rights through DTC. The depositor is informed that DTC will take
action permitted to be taken by a certificateholder under a pooling and
servicing agreement only at the direction of one or more participants to whose
account with DTC interests in the book-entry certificates are credited.
Because DTC can act only on behalf of direct participants in the DTC
system, who in turn act on behalf of indirect participants and certain
certificate owners, the ability of a certificate owner to pledge its interest
in book-entry certificates to persons or entities that do not participate in
the DTC system, or otherwise take actions in respect of its interest in
book-entry certificates, may be limited due to the lack of a physical
certificate evidencing such interest.
As may be specified in the prospectus supplement, certificates initially
issued in book-entry form will be issued as definitive certificates to
certificate owners or their nominees, rather than to DTC or its nominee, only
if (i) the depositor advises the trustee in writing that DTC is no longer
willing or able to properly discharge its responsibilities as depository with
respect to such certificates and the depositor is unable to locate a qualified
successor or (ii) the depositor notifies DTC of its intent to terminate the
book-entry system through DTC with respect to such certificates and, upon
receipt of notice of such intent from DTC, the participants holding beneficial
interests in the certificates agree to initiate such termination. Upon the
occurrence of either of the events described in the preceding sentence, DTC
will be required to notify all participants of the availability through DTC of
definitive certificates. Upon surrender by DTC of the certificate or
certificates representing a class of book-entry certificates, together with
instructions for registration, the trustee or other designated party will be
required to issue to the certificate owners identified in such instructions the
definitive certificates to which they are entitled, and thereafter the holders
of such definitive certificates will be recognized as certificateholders under
the related pooling and servicing agreement.
DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS
GENERAL
The certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the prospectus supplement.
In general, the parties to a pooling and servicing agreement will include the
depositor, the trustee, the master servicer and, in some cases, a special
servicer appointed as of the date of the pooling and servicing agreement.
However, a pooling and servicing agreement that relates to a trust fund that
consists solely of CMBS may not include a master servicer or other servicer as
a party. All parties to each pooling and servicing agreement under which
certificates of a series are issued will be identified in the prospectus
supplement.
A form of a pooling and servicing agreement has been filed as an exhibit
to the registration statement of which this prospectus is a part. However, the
provisions of each pooling and servicing agreement will vary depending upon the
nature of the certificates to be issued thereunder and the nature of the
related trust fund. The following summaries describe certain provisions that
may appear in a pooling and servicing agreement under which certificates that
evidence interests in mortgage loans will be issued. The prospectus supplement
for a series of certificates will describe any provision of the related pooling
and servicing agreement that materially differs from the description thereof
contained in this prospectus and, if the related trust fund includes CMBS, will
summarize all of the material provisions of the related pooling and servicing
agreement. The summaries in this prospectus do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all of the
provisions of the pooling and servicing agreement for each series of
certificates and the description of such provisions in the prospectus
supplement. As used in this prospectus with respect to any series, the term
"certificate" refers to all of the certificates of that series, whether or not
offered hereby and by the prospectus supplement, unless the context otherwise
requires.
ASSIGNMENT OF MORTGAGE ASSETS; REPURCHASES
As set forth in the prospectus supplement, generally at the time of
issuance of any series of certificates, the depositor will assign (or cause to
be assigned) to the designated trustee the mortgage loans
53
to be included in the related trust fund, together with, unless otherwise
specified in the prospectus supplement, all principal and interest to be
received on or with respect to such mortgage loans after the Cut-Off Date,
other than principal and interest due on or before the Cut-Off Date. The
trustee will, concurrently with such assignment, deliver the certificates to or
at the direction of the depositor in exchange for the mortgage loans and the
other assets to be included in the trust fund for such series. Each mortgage
loan will be identified in a schedule appearing as an exhibit to the related
pooling and servicing agreement. Such schedule generally will include detailed
information that pertains to each mortgage loan included in the related trust
fund, which information will typically include the address of the related
mortgaged property and type of such property; the mortgage interest rate and,
if applicable, the applicable index, gross margin, adjustment date and any rate
cap information; the original and remaining term to maturity; the original
amortization term; the original and outstanding principal balance; and the
Loan-to-Value Ratio and Debt Service Coverage Ratio as of the date indicated.
With respect to each mortgage loan to be included in a trust fund, the
depositor will deliver (or cause to be delivered) to the related trustee (or to
a custodian appointed by the trustee) certain loan documents which will include
the original mortgage note (or lost note affidavit) endorsed, without recourse,
to the order of the trustee, the original mortgage (or a certified copy
thereof) with evidence of recording indicated thereon and an assignment of the
mortgage to the trustee in recordable form. The related pooling and servicing
agreement will require that the depositor or other party thereto promptly cause
each such assignment of mortgage to be recorded in the appropriate public
office for real property records.
The related trustee (or the custodian appointed by the trustee) will be
required to review the mortgage loan documents within a specified period of
days after receipt thereof, and the trustee (or the custodian) will hold such
documents in trust for the benefit of the certificateholders of the related
series. Unless otherwise specified in the prospectus supplement, if any
document is found to be missing or defective, in either case such that
interests of the certificateholders are materially and adversely affected, the
trustee (or such custodian) will be required to notify the master servicer and
the depositor, and the master servicer will be required to notify the relevant
seller of the mortgage asset. In that case, and if the mortgage asset seller
cannot deliver the document or cure the defect within a specified number of
days after receipt of such notice, then unless otherwise specified in the
prospectus supplement, the mortgage asset seller will be obligated to replace
the related mortgage loan or repurchase it from the trustee at a price that
will be specified in the prospectus supplement.
If so provided in the prospectus supplement, the depositor will, as to
some or all of the mortgage loans, assign or cause to be assigned to the
trustee the related lease assignments. In certain cases, the trustee, or master
servicer, as applicable, may collect all moneys under the related leases and
distribute amounts, if any, required under the leases for the payment of
maintenance, insurance and taxes, to the extent specified in the related
leases. The trustee, or if so specified in the prospectus supplement, the
master servicer, as agent for the trustee, may hold the leases in trust for the
benefit of the certificateholders.
With respect to each CMBS in certificate form, the depositor will deliver
or cause to be delivered to the trustee (or the custodian) the original
certificate or other definitive evidence of such CMBS together with bond power
or other instruments, certifications or documents required to transfer fully
such CMBS to the trustee for the benefit of the certificateholders. With
respect to each CMBS in uncertificated or book-entry form or held through a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, the depositor and the trustee will cause such CMBS to be registered
directly or on the books of such clearing corporation or of a financial
intermediary in the name of the trustee for the benefit of the
certificateholders. Unless otherwise provided in the prospectus supplement, the
related pooling and servicing agreement will require that either the depositor
or the trustee promptly cause any CMBS in certificated form not registered in
the name of the trustee to be reregistered, with the applicable persons, in the
name of the trustee.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
The depositor will, with respect to each mortgage loan in the related
trust fund, make or assign certain representations and warranties made by the
warranting party, covering, by way of example: (i) the
54
accuracy of the information set forth for such mortgage loan on the schedule of
mortgage loans appearing as an exhibit to the related pooling and servicing
agreement; (ii) the enforceability of the related mortgage note and mortgage
and the existence of title insurance insuring the lien priority of the related
mortgage; (iii) the warranting party's title to the mortgage loan and the
authority of the warranting party to sell the mortgage loan; and (iv) the
payment status of the mortgage loan. Each warranting party will be identified
in the prospectus supplement.
Unless otherwise provided in the prospectus supplement, each pooling and
servicing agreement will provide that the master servicer and/or trustee will
be required to notify promptly any warranting party of any breach of any
representation or warranty made by it in respect of a mortgage loan that
materially and adversely affects the interests of the related
certificateholders. If such warranting party cannot cure such breach within a
specified period following the date on which it was notified of such breach,
then, unless otherwise provided in the prospectus supplement, it will be
obligated to repurchase such mortgage loan from the trustee within a specified
period at a price that will be specified in the prospectus supplement. If so
provided in the prospectus supplement for a series of certificates, a
warranting party, in lieu of repurchasing a mortgage loan as to which a breach
has occurred, will have the option, exercisable upon certain conditions and/or
within a specified period after initial issuance of such series of
certificates, to replace such mortgage loan with one or more other mortgage
loans, in accordance with standards that will be described in the prospectus
supplement. This repurchase or substitution obligation may constitute the sole
remedy available to holders of certificates of any series for a breach of
representation and warranty by a warranting party. Moreover, neither the
depositor (unless it is the warranting party) nor any entity acting solely in
its capacity as the master servicer will be obligated to purchase or replace a
mortgage loan if a warranting party defaults on its obligation to do so.
The dates as of which representations and warranties have been made by a
warranting party will be specified in the prospectus supplement. In some cases,
such representations and warranties will have been made as of a date prior to
the date upon which the related series of certificates is issued, and thus may
not address events that may occur following the date as of which they were
made. However, the depositor will not include any mortgage loan in the trust
fund for any series of certificates if anything has come to the depositor's
attention that would cause it to believe that the representations and
warranties made in respect of such mortgage loan will not be accurate in all
material respects as of such date of issuance.
CERTIFICATE ACCOUNT
General. The master servicer and/or the trustee will, as to each trust
fund, establish and maintain or cause to be established and maintained
certificate accounts for the collection of payments on the related mortgage
loans, which will be established so as to comply with the standards of each
rating agency that has rated any one or more classes of certificates of the
related series. As described in the prospectus supplement, a certificate
account may be maintained either as an interest-bearing or a
non-interest-bearing account, and the funds held therein may be held as cash or
invested in permitted investments, such as United States government securities
and other investment grade obligations specified in the related pooling and
servicing agreement. Any interest or other income earned on funds in the
certificate account will be paid to the related master servicer or trustee as
additional compensation. If permitted by such rating agency or agencies and so
specified in the prospectus supplement, a certificate account may contain funds
relating to more than one series of mortgage pass-through certificates and may
contain other funds representing payments on mortgage loans owned by the
related master servicer or serviced by it on behalf of others.
Deposits. Unless otherwise provided in the related pooling and servicing
agreement and described in the prospectus supplement, the related master
servicer, trustee or special servicer will be required to deposit or cause to
be deposited in the certificate account for each trust fund within a certain
period following receipt (in the case of collections and payments), the
following payments and collections received, or advances made, by the master
servicer, the trustee or any special servicer subsequent to the Cut-Off Date
(other than payments due on or before the Cut-Off Date):
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(i) all payments on account of principal, including principal
prepayments, on the mortgage loans;
(ii) all payments on account of interest on the mortgage loans,
including any default interest collected, in each case net of any portion
thereof retained by the master servicer, any special servicer or
sub-servicer as its servicing compensation or as compensation to the
trustee;
(iii) all insurance proceeds received under any hazard, title or other
insurance policy that provides coverage with respect to a mortgaged
property or the related mortgage loan (other than proceeds applied to the
restoration of the property or released to the related borrower in
accordance with the customary servicing practices of the master servicer
(or, if applicable, a special servicer) and/or the terms and conditions
of the related mortgage and all other liquidation proceeds received and
retained in connection with the liquidation of defaulted mortgage loans
or property acquired in respect thereof, by foreclosure or otherwise,
together with the Net Operating Income (less reasonable reserves for
future expenses) derived from the operation of any mortgaged properties
acquired by the trust fund through foreclosure or otherwise;
(iv) any amounts paid under any instrument or drawn from any fund that
constitutes credit support for the related series of certificates as
described under "Description of Credit Support;"
(v) any advances made as described under "Description of the
Certificate--Advances in Respect of Delinquencies;"
(vi) any amounts paid under any cash flow agreement, as described under
"Description of the Trust Funds--Cash Flow Agreements;"
(vii) all liquidation proceeds resulting from the purchase of any
mortgage loan, or property acquired in respect thereof, by the depositor,
any mortgage asset seller or any other specified person as described
under "--Assignment of Mortgage Assets; Repurchases" and "--Representations
and Warranties; Repurchases," all liquidation proceeds resulting from the
purchase of any defaulted mortgage loan as described under "--Realization
upon Defaulted Mortgage Loans," and all liquidation proceeds resulting
from any mortgage asset purchased as described under "Description of the
Certificates--Termination;"
(viii) any amounts paid by the master servicer to cover prepayment
interest shortfalls arising out of the prepayment of mortgage loans as
described under "--Servicing Compensation and Payment of Expenses;"
(ix) to the extent that any such item does not constitute additional
servicing compensation to the master servicer or a special servicer, any
payments on account of modification or assumption fees, late payment
charges, prepayment premiums or lenders' equity participations on the
mortgage loans;
(x) all payments required to be deposited in the certificate account
with respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance Policies;"
(xi) any amount required to be deposited by the master servicer or the
trustee in connection with losses realized on investments for the benefit
of the master servicer or the trustee, as the case may be, of funds held
in the certificate account; and
(xii) any other amounts required to be deposited in the certificate
account as provided in the related pooling and servicing agreement and
described in the prospectus supplement.
Withdrawals. Unless otherwise provided in the related pooling and
servicing agreement and described in the prospectus supplement, the master
servicer, trustee or special servicer may make withdrawals from the certificate
account for each trust fund for any of the following purposes:
(i) to make distributions to the certificateholders on each
distribution date;
(ii) to reimburse the master servicer or any other specified person for
unreimbursed amounts advanced by it as described under "Description of
the Certificates--Advances in Respect of Delinquencies," such
reimbursement to be made out of amounts received which were identified
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and applied by the master servicer as late collections of interest (net of
related servicing fees) on and principal of the particular mortgage loans
with respect to which the advances were made or out of amounts drawn under
any form of credit support with respect to such mortgage loans;
(iii) to reimburse the master servicer or a special servicer for unpaid
servicing fees earned by it and certain unreimbursed servicing expenses
incurred by it with respect to mortgage loans in the trust fund and
properties acquired in respect thereof, such reimbursement to be made out
of amounts that represent liquidation proceeds and insurance proceeds
collected on the particular mortgage loans and properties, and net income
collected on the particular properties, with respect to which such fees
were earned or such expenses were incurred or out of amounts drawn under
any form of credit support with respect to such mortgage loans and
properties;
(iv) to reimburse the master servicer or any other specified person for
any advances described in clause (ii) above made by it, any servicing
expenses referred to in clause (iii) above incurred by it and any
servicing fees earned by it, which, in the good faith judgment of the
master servicer or such other person, will not be recoverable from the
amounts described in clauses (ii) and (iii), respectively, such
reimbursement to be made from amounts collected on other mortgage loans
in the related trust fund or, if and to the extent so provided by the
related pooling and servicing agreement and described in the prospectus
supplement, only from that portion of amounts collected on such other
mortgage loans that is otherwise distributable on one or more classes of
subordinate certificates of the related series;
(v) if and to the extent described in the prospectus supplement, to pay
the master servicer, a special servicer or another specified entity
(including a provider of credit support) interest accrued on the advances
described in clause (ii) above made by it and the servicing expenses
described in clause (iii) above incurred by it while such remain
outstanding and unreimbursed;
(vi) to pay for costs and expenses incurred by the trust fund for
environmental site assessments performed with respect to mortgaged
properties that constitute security for defaulted mortgage loans, and for
any containment, clean-up or remediation of hazardous wastes and
materials present on such mortgaged properties, as described under
"--Realization Upon Defaulted Mortgage Loans;"
(vii) to reimburse the master servicer, the depositor, or any of their
respective directors, officers, employees and agents, as the case may be,
for certain expenses, costs and liabilities incurred thereby, as and to
the extent described under "--Certain Matters Regarding the Master
Servicer and the Depositor;"
(viii) if and to the extent described in the prospectus supplement, to
pay the fees of the trustee;
(ix) to reimburse the trustee or any of its directors, officers,
employees and agents, as the case may be, for certain expenses, costs and
liabilities incurred thereby, as and to the extent described under
"--Certain Matters Regarding the Trustee;"
(x) to pay the master servicer or the trustee, as additional
compensation, interest and investment income earned in respect of amounts
held in the certificate account and, to the extent described in the
prospectus supplement, prepayment interest excesses collected from
borrowers in connection with prepayments of mortgage loans and late
charges and default interest collected from borrowers;
(xi) to pay (generally from related income) for costs incurred in
connection with the operation, management and maintenance of any
mortgaged property acquired by the trust fund by foreclosure or
otherwise;
(xii) if one or more elections have been made to treat the trust fund
or designated portions thereof as a REMIC, to pay any federal, state or
local taxes imposed on the trust fund or its assets or transactions, as
and to the extent described under "Material Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Owners of REMIC Residual
Certificates--Prohibited Transactions Tax and Other Taxes;"
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(xiii) to pay for the cost of an independent appraiser or other expert
in real estate matters retained to determine a fair sale price for a
defaulted mortgage loan or a property acquired in respect thereof in
connection with the liquidation of such mortgage loan or property;
(xiv) to pay for the cost of various opinions of counsel obtained
pursuant to the related pooling and servicing agreement for the benefit
of certificateholders;
(xv) to pay for the cost of recording the pooling and servicing
agreement if recorded in accordance with the pooling and servicing
agreement;
(xvi) to make any other withdrawals permitted by the related pooling
and servicing agreement and described in the prospectus supplement; and
(xvii) to clear and terminate the certificate account upon the
termination of the trust fund.
COLLECTION AND OTHER SERVICING PROCEDURES
Master Servicer. The master servicer for any mortgage pool, directly or
through sub-servicers, will be required to make reasonable efforts to collect
all scheduled mortgage loan payments and will be required to follow such
collection procedures as it would follow with respect to mortgage loans that
are comparable to such mortgage loans and held for its own account, provided
such procedures are consistent with (i) the terms of the related pooling and
servicing agreement and any related instrument of credit support included in
the related trust fund, (ii) applicable law and (iii) the servicing standard
specified in the pooling and servicing agreement.
The master servicer will also be required to perform other customary
functions of a servicer of comparable loans, including maintaining escrow or
impound accounts for payment of taxes, insurance premiums and similar items, or
otherwise monitoring the timely payment of those items; attempting to collect
delinquent payments; supervising foreclosures; conducting property inspections
on a periodic or other basis; managing REO Properties; and maintaining
servicing records relating to the mortgage loans. Generally, the master
servicer will be responsible for filing and settling claims in respect of
particular mortgage loans under any applicable instrument of credit support.
See "Description of Credit Support."
A master servicer may agree to modify, waive or amend any term of any
mortgage loan serviced by it in a manner consistent with the servicing standard
specified in the pooling and servicing agreement; provided that the
modification, waiver or amendment will not (i) affect the amount or timing of
any scheduled payments of principal or interest on the mortgage loan or (ii) in
the judgment of the master servicer, materially impair the security for the
mortgage loan or reduce the likelihood of timely payment of amounts due
thereon. A master servicer also may agree to any other modification, waiver or
amendment if, in its judgment (x) a material default on the mortgage loan has
occurred or a payment default is imminent and (y) such modification, waiver or
amendment is reasonably likely to produce a greater recovery with respect to
the mortgage loan on a present value basis than would liquidation.
Sub-Servicers. A master servicer may delegate its servicing obligations in
respect of the mortgage loans serviced by it to one or more third-party
sub-servicers, but the master servicer will remain liable for such obligations
under the related pooling and servicing agreement unless otherwise provided in
the prospectus supplement. Unless otherwise provided in the prospectus
supplement, each sub-servicing agreement between a master servicer and a
sub-servicer must provide that, if for any reason the master servicer is no
longer acting in such capacity, the trustee or any successor master servicer
may assume the master servicer's rights and obligations under such
sub-servicing agreement.
Generally, the master servicer will be solely liable for all fees owed by
it to any sub-servicer, irrespective of whether the master servicer's
compensation pursuant to the related pooling and servicing agreement is
sufficient to pay such fees. Each sub-servicer will be reimbursed by the master
servicer for certain expenditures which it makes, generally to the same extent
the master servicer would be reimbursed under a pooling and servicing
agreement. See "--Certificate Account" and "--Servicing Compensation and
Payment of Expenses."
Special Servicers. If and to the extent specified in the prospectus
supplement, a special servicer may be a party to the related pooling and
servicing agreement or may be appointed by the master servicer or
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another specified party to perform certain specified duties (for example, the
servicing of defaulted mortgage loans) in respect of the servicing of the
related mortgage loans. The special servicer under a pooling and servicing
agreement may be an affiliate of the depositor and may have other normal
business relationships with the depositor or the depositor's affiliates. The
master servicer will be liable for the performance of a special servicer only
if, and to the extent, set forth in the prospectus supplement.
Each pooling and servicing agreement may provide that neither the special
servicer nor any director, officer, employee or agent of the special servicer
will be under any liability to the related trust fund or certificateholders for
any action taken, or not taken, in good faith pursuant to the pooling and
servicing agreement or for errors in judgment; provided, however, that neither
the special servicer nor any such person will be protected against any breach
of a representation, warranty or covenant made in such pooling and servicing
agreement, or against any expense or liability that such person is specifically
required to bear pursuant to the terms of such pooling and servicing agreement,
or against any liability that would otherwise be imposed by reason of
misfeasance, bad faith or negligence in the performance of obligations or
duties thereunder.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
A borrower's failure to make required mortgage loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect
the diversion of that income from the servicing of the mortgage debt. In
addition, a borrower that is unable to make mortgage loan payments may also be
unable to make timely payment of taxes and to otherwise maintain and insure the
related mortgaged property. In general, the related master servicer will be
required to monitor any mortgage loan that is in default, evaluate whether the
causes of the default can be corrected over a reasonable period without
significant impairment of the value of the related mortgaged property, initiate
corrective action in cooperation with the borrower if cure is likely, inspect
the related mortgaged property and take such other actions as are consistent
with the servicing standard specified in the pooling and servicing agreement. A
significant period of time may elapse before the master servicer is able to
assess the success of any such corrective action or the need for additional
initiatives.
The time within which the master servicer can make the initial
determination of appropriate action, evaluate the success of corrective action,
develop additional initiatives, institute foreclosure proceedings and actually
foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on
behalf of the certificateholders may vary considerably depending on the
particular mortgage loan, the mortgaged property, the borrower, the presence of
an acceptable party to assume the mortgage loan and the laws of the
jurisdiction in which the mortgaged property is located. If a borrower files a
bankruptcy petition, the master servicer may not be permitted to accelerate the
maturity of the related mortgage loan or to foreclose on the mortgaged property
for a considerable period of time. See "Certain Legal Aspects of Mortgage Loans
and Leases."
A pooling and servicing agreement may grant to the master servicer, a
special servicer, a provider of credit support and/or the holder or holders of
certain classes of certificates of the related series a right of first refusal
to purchase from the trust fund, at a predetermined purchase price (which, if
insufficient to fully fund the entitlements of certificateholders to principal
and interest thereon, will be specified in the prospectus supplement), any
mortgage loan as to which a specified number of scheduled payments are
delinquent. In addition, the prospectus supplement may specify other methods
for the sale or disposal of defaulted mortgage loans pursuant to the terms of
the related pooling and servicing agreement.
If a default on a mortgage loan has occurred, the master servicer, on
behalf of the trustee, may at any time institute foreclosure proceedings,
exercise any power of sale contained in the related mortgage, obtain a deed in
lieu of foreclosure, or otherwise acquire title to the related mortgaged
property, by operation of law or otherwise, if such action is consistent with
the servicing standard specified in the pooling and servicing agreement. Unless
otherwise specified in the prospectus supplement, the master servicer may not,
however, acquire title to any mortgaged property or take any other action that
would cause the trustee, for the benefit of certificateholders of the related
series, or any other specified person to be considered to hold title to, to be
a "mortgagee-in-possession" of, or to be an "owner" or an "operator" of, such
mortgaged property within the meaning of certain federal environmental laws,
unless
59
the master servicer has previously determined, based on a report prepared by a
person who regularly conducts environmental audits (which report will be an
expense of the trust fund), that:
(i) either the mortgaged property is in compliance with applicable
environmental laws and regulations or, if not, that taking such actions
as are necessary to bring the mortgaged property into compliance
therewith is reasonably likely to produce a greater recovery on a present
value basis than not taking such actions; and
(ii) either there are no circumstances or conditions present at the
mortgaged property relating to the use, management or disposal of
hazardous materials for which investigation, testing, monitoring,
containment, cleanup or remediation could be required under any
applicable environmental laws and regulations or, if such circumstances
or conditions are present for which any such action could reasonably be
expected to be required, taking such actions with respect to the
mortgaged property is reasonably likely to produce a greater recovery on
a present value basis than not taking such actions. See "Certain Legal
Aspects of Mortgage Loans and Leases--Environmental Considerations."
If title to any mortgaged property is acquired by a trust fund as to which
a REMIC election has been made, the master servicer, on behalf of the trust
fund, will be required to sell the mortgaged property by the end of the third
calendar year following the year of acquisition or unless (i) the Internal
Revenue Service grants an extension of time to sell such property or (ii) the
trustee receives an opinion of independent counsel to the effect that the
holding of the property by the trust fund for more than three years after the
end of the calendar year in which it was acquired will not result in the
imposition of a tax on the trust fund or cause the trust fund to fail to
qualify as a REMIC under the Code at any time that any certificate is
outstanding. Subject to the foregoing, the master servicer will generally be
required to solicit bids for any mortgaged property so acquired in such a
manner as will be reasonably likely to realize a fair price for such property.
If the trust fund acquires title to any mortgaged property, the master
servicer, on behalf of the trust fund, may retain an independent contractor to
manage and operate such property. The retention of an independent contractor,
however, will not relieve the master servicer of its obligation to manage such
mortgaged property in a manner consistent with the servicing standard specified
in the pooling and servicing agreement.
If liquidation proceeds collected with respect to a defaulted mortgage
loan are less than the outstanding principal balance of the defaulted mortgage
loan plus interest accrued thereon plus the aggregate amount of reimbursable
expenses incurred by the master servicer with respect to such mortgage loan,
the trust fund will realize a loss in the amount of such difference. The master
servicer will be entitled to reimburse itself from the liquidation proceeds
recovered on any defaulted mortgage loan (prior to the distribution of such
liquidation proceeds to certificateholders), amounts that represent unpaid
servicing compensation in respect of the mortgage loan, unreimbursed servicing
expenses incurred with respect to the mortgage loan and any unreimbursed
advances of delinquent payments made with respect to the mortgage loan.
HAZARD INSURANCE POLICIES
Each pooling and servicing agreement may require the related master
servicer to cause each mortgage loan borrower to maintain a hazard insurance
policy that provides for such coverage as is required under the related
mortgage or, if the mortgage permits the holder thereof to dictate to the
borrower the insurance coverage to be maintained on the related mortgaged
property, such coverage as is consistent with the requirements of the servicing
standard specified in the pooling and servicing agreement. Such coverage
generally will be in an amount equal to the lesser of the principal balance
owing on such mortgage loan and the replacement cost of the mortgaged property,
but in either case not less than the amount necessary to avoid the application
of any co-insurance clause contained in the hazard insurance policy. The
ability of the master servicer to assure that hazard insurance proceeds are
appropriately applied may be dependent upon its being named as an additional
insured under any hazard insurance policy and under any other insurance policy
referred to below, or upon the extent to which information concerning covered
losses is furnished by borrowers. All amounts collected by the master servicer
under any such policy (except for amounts to be applied to the restoration or
repair of the
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mortgaged property or released to the borrower in accordance with the master
servicer's normal servicing procedures and/or to the terms and conditions of
the related mortgage and mortgage note) will be deposited in the related
certificate account. The pooling and servicing agreement may provide that the
master servicer may satisfy its obligation to cause each borrower to maintain
such a hazard insurance policy by maintaining a blanket policy insuring against
hazard losses on all of the mortgage loans in the related trust fund. If such
blanket policy contains a deductible clause, the master servicer will be
required, in the event of a casualty covered by such blanket policy, to deposit
in the related certificate account all sums that would have been deposited
therein but for such deductible clause.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the mortgaged properties will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, most such policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, terrorism, floods and
other water-related causes, earth movement (including earthquakes, landslides
and mudflows), wet or dry rot, vermin, domestic animals and certain other kinds
of risks.
The hazard insurance policies covering the mortgaged properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage (generally 80% to 90%) of
the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, such clauses generally provide that the
insurer's liability in the event of partial loss does not exceed the lesser of
(i) the replacement cost of the improvements less physical depreciation and
(ii) such proportion of the loss as the amount of insurance carried bears to
the specified percentage of the full replacement cost of such improvements.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the mortgage loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the mortgage loan upon any sale or
other transfer of the related mortgaged property made without the lender's
consent. Certain of the mortgage loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the mortgage loan
upon the creation of any other lien or encumbrance upon the mortgaged property.
The master servicer will determine whether to exercise any right the trustee
may have under any such provision in a manner consistent with the servicing
standard specified in the pooling and servicing agreement. Unless otherwise
specified in the prospectus supplement, the master servicer will be entitled to
retain as additional servicing compensation any fee collected in connection
with the permitted transfer of a mortgaged property. See "Certain Legal Aspects
of Mortgage Loans and Leases--Due-on-Sale and Due-on-Encumbrance."
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Generally, a master servicer's primary servicing compensation with respect
to a series of certificates will come from the periodic payment to it of a
portion of the interest payments on each mortgage loan in the related trust
fund. Since that compensation is generally based on a percentage of the
principal balance of each such mortgage loan outstanding from time to time, it
will decrease in accordance with the amortization of the mortgage loans. The
prospectus supplement with respect to a series of certificates may provide
that, as additional compensation, the master servicer may retain all or a
portion of late payment charges, prepayment premiums, modification fees and
other fees collected from borrowers and any interest or other income that may
be earned on funds held in the certificate account. Any sub-servicer will
receive a portion of the master servicer's compensation as its sub-servicing
compensation.
In addition to amounts payable to any sub-servicer, a master servicer may
be required, to the extent provided in the prospectus supplement, to pay from
amounts that represent its servicing compensation certain expenses incurred in
connection with the administration of the related trust fund, including,
without limitation, payment of the fees and disbursements of independent
accountants and payment of
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expenses incurred in connection with distributions and reports to
certificateholders. Certain other expenses, including certain expenses related
to mortgage loan defaults and liquidations and, to the extent so provided in
the prospectus supplement, interest on such expenses at the rate specified
therein, and the fees of the trustee and any special servicer, may be required
to be borne by the trust fund.
If and to the extent provided in the prospectus supplement, the master
servicer may be required to apply a portion of the servicing compensation
otherwise payable to it in respect of any period to prepayment interest
shortfalls.
See "Yield Considerations--Shortfalls in Collections of Interest Resulting
from Prepayments."
EVIDENCE AS TO COMPLIANCE
Each pooling and servicing agreement may require that, on or before a
specified date in each year, the master servicer cause a firm of independent
public accountants to furnish a statement to the trustee to the effect that,
based on an examination by such firm conducted substantially in compliance with
the Uniform Single Audit Program for Mortgage Bankers, the servicing by or on
behalf of the master servicer of mortgage loans under pooling and servicing
agreements substantially similar to each other (which may include the related
pooling and servicing agreement) was conducted through the preceding calendar
year or other specified twelve-month period in compliance with the terms of
such agreements except for any significant exceptions or errors in records
that, in the opinion of such firm, paragraph 4 of the Uniform Single Audit
Program for Mortgage Bankers requires it to report. Each pooling and servicing
agreement will also provide for delivery to the trustee, on or before a
specified date in each year, of a statement signed by one or more officers of
the master servicer to the effect that the master servicer has fulfilled its
material obligations under the pooling and servicing agreement throughout the
preceding calendar year or other specified twelve-month period.
Copies of the annual accountants' statement and the statement of officers
of a master servicer will be made available to certificateholders upon written
request to the master servicer.
CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR
The master servicer under a pooling and servicing agreement may be an
affiliate of the depositor and may have other normal business relationships
with the depositor or the depositor's affiliates. The related pooling and
servicing agreement may permit the master servicer to resign from its
obligations thereunder upon a determination that such obligations are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it at the date of the
pooling and servicing agreement. Unless applicable law requires the master
servicer's resignation to be effective immediately, no such resignation will
become effective until the trustee or a successor servicer has assumed the
master servicer's obligations and duties under the pooling and servicing
agreement. The related pooling and servicing agreement may also provide that
the master servicer may resign at any other time provided that (i) a willing
successor master servicer has been found, (ii) each of the rating agencies that
has rated any one or more classes of certificates of the related series
confirms in writing that the successor's appointment will not result in a
withdrawal, qualification or downgrade of any rating or ratings assigned to any
such class of certificates, (iii) the resigning party pays all costs and
expenses in connection with such transfer, and (iv) the successor accepts
appointment prior to the effectiveness of such resignation. Unless otherwise
specified in the prospectus supplement, the master servicer will also be
required to maintain a fidelity bond and errors and omissions policy that
provides coverage against losses that may be sustained as a result of an
officer's or employee's misappropriation of funds, errors and omissions or
negligence, subject to certain limitations as to amount of coverage, deductible
amounts, conditions, exclusions and exceptions.
Each pooling and servicing agreement may further provide that none of the
master servicer, the depositor and any director, officer, employee or agent of
either of them will be under any liability to the related trust fund or
certificateholders for any action taken, or not taken, in good faith pursuant
to the pooling and servicing agreement or for errors in judgment; provided,
however, that none of the master servicer, the depositor and any such person
will be protected against any breach of a representation,
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warranty or covenant made in such pooling and servicing agreement, or against
any expense or liability that such person is specifically required to bear
pursuant to the terms of such pooling and servicing agreement, or against any
liability that would otherwise be imposed by reason of misfeasance, bad faith
or negligence in the performance of obligations or duties thereunder. Unless
otherwise specified in the prospectus supplement, each pooling and servicing
agreement will further provide that the master servicer, the depositor and any
director, officer, employee or agent of either of them will be entitled to
indemnification by the related trust fund against any loss, liability or
expense incurred in connection with the pooling and servicing agreement or the
related series of certificates; provided, however, that such indemnification
will not extend to any loss, liability or expense (i) that such person is
specifically required to bear pursuant to the terms of such agreement, and is
not reimbursable pursuant to the pooling and servicing agreement; (ii) incurred
in connection with any breach of a representation, warranty or covenant made in
the pooling and servicing agreement; (iii) incurred by reason of misfeasance,
bad faith or negligence in the performance of obligations or duties under the
pooling and servicing agreement. In addition, each pooling and servicing
agreement will provide that neither the master servicer nor the depositor will
be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under the pooling and
servicing agreement and, unless it has received sufficient assurance as to the
reimbursement of the costs and liabilities of such legal action or, in its
opinion such legal action does not involve it in any expense or liability.
However, each of the master servicer and the depositor will be permitted, in
the exercise of its discretion, to undertake any such action that it may deem
necessary or desirable with respect to the enforcement and/or protection of the
rights and duties of the parties to the pooling and servicing agreement and the
interests of the certificateholders thereunder. In such event, the legal
expenses and costs of such action, and any liability resulting therefrom, will
be expenses, costs and liabilities of the certificateholders, and the master
servicer or the depositor, as the case may be, will be entitled to charge the
related certificate account therefor.
Subject, in certain circumstances, to the satisfaction of certain
conditions that may be required in the related pooling and servicing agreement,
any person into which the master servicer or the depositor may be merged or
consolidated, or any person resulting from any merger or consolidation to which
the master servicer or the depositor is a party, or any person succeeding to
the business of the master servicer or the depositor, will be the successor of
the master servicer or the depositor, as the case may be, under the related
pooling and servicing agreement.
EVENTS OF DEFAULT
The events of default for a series of certificates under the related
pooling and servicing agreement generally will include (i) any failure by the
master servicer to distribute or cause to be distributed to certificateholders,
or to remit to the trustee for distribution to certificateholders in a timely
manner, any amount required to be so distributed or remitted, provided that
such failure is permitted so long as the failure is corrected by 10:00 a.m. on
the related distribution date, (ii) any failure by the master servicer or the
special servicer duly to observe or perform in any material respect any of its
other covenants or obligations under the pooling and servicing agreement which
continues unremedied for 30 days after written notice of such failure has been
given to the master servicer or the special servicer, as applicable, by any
party to the pooling and servicing agreement, or to the master servicer or the
special servicer, as applicable, by certificateholders entitled to not less
than 25% (or such other percentage specified in the prospectus supplement) of
the voting rights for such series (subject to certain extensions provided in
the related pooling and servicing agreement); and (iii) certain events of
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings in respect of or relating to the master servicer or the
special servicer and certain actions by or on behalf of the master servicer or
the special servicer indicating its insolvency or inability to pay its
obligations. Material variations to the foregoing events of default (other than
to add thereto or shorten cure periods or eliminate notice requirements) will
be specified in the prospectus supplement.
RIGHTS UPON EVENT OF DEFAULT
So long as an event of default under a pooling and servicing agreement
remains unremedied, the depositor or the trustee will be authorized, and at the
direction of certificateholders entitled to not less
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than 25% (or such other percentage specified in the prospectus supplement) of
the voting rights for such series, the trustee will be required, to terminate
all of the rights and obligations of the master servicer as master servicer
under the pooling and servicing agreement, whereupon the trustee will succeed
to all of the responsibilities, duties and liabilities of the master servicer
under the pooling and servicing agreement (except that if the master servicer
is required to make advances in respect of mortgage loan delinquencies, but the
trustee is prohibited by law from obligating itself to do so, or if the
prospectus supplement so specifies, the trustee will not be obligated to make
such advances) and will be entitled to similar compensation arrangements. If
the trustee is unwilling or unable so to act, it may (or, at the written
request of certificateholders entitled to at least 51% (or such other
percentage specified in the prospectus supplement) of the voting rights for
such series, it will be required to) appoint, or petition a court of competent
jurisdiction to appoint, a loan servicing institution that (unless otherwise
provided in the prospectus supplement) is acceptable to each rating agency that
assigned ratings to the offered certificates of such series to act as successor
to the master servicer under the pooling and servicing agreement. Pending such
appointment, the trustee will be obligated to act in such capacity.
No certificateholder will have the right under any pooling and servicing
agreement to institute any proceeding with respect thereto unless such holder
previously has given to the trustee written notice of default and unless
certificateholders entitled to at least 25% (or such other percentage specified
in the prospectus supplement) of the voting rights for the related series shall
have made written request upon the trustee to institute such proceeding in its
own name as trustee thereunder and shall have offered to the trustee reasonable
indemnity, and the trustee for 60 days (or such other period specified in the
prospectus supplement) shall have neglected or refused to institute any such
proceeding. The trustee, however, will be under no obligation to exercise any
of the trusts or powers vested in it by any pooling and servicing agreement or
to make any investigation of matters arising thereunder or to institute,
conduct or defend any litigation thereunder or in relation thereto at the
request, order or direction of any of the holders of certificates of the
related series, unless such certificateholders have offered to the trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby.
AMENDMENT
Each pooling and servicing agreement may be amended by the parties
thereto, without the consent of any of the holders of the related certificates,
(i) to cure any ambiguity, (ii) to correct, modify or supplement any provision
in the pooling and servicing agreement that may be inconsistent with any other
provision therein, (iii) to add any other provisions with respect to matters or
questions arising under the pooling and servicing agreement that are not
inconsistent with the provisions thereof, (iv) to comply with any requirements
imposed by the Code or (v) for any other purpose; provided that such amendment
(other than an amendment for the purpose specified in clause (iv) above) may
not (as evidenced by an opinion of counsel to such effect satisfactory to the
trustee) adversely affect in any material respect the interests of any such
holder. Each pooling and servicing agreement may also be amended for any
purpose by the parties, with the consent of certificateholders entitled to at
least 51% (or such other percentage specified in the prospectus supplement) of
the voting rights for the related series allocated to the affected classes;
provided, however, that no such amendment may (x) reduce in any manner the
amount of, or delay the timing of, payments received or advanced on mortgage
loans that are required to be distributed in respect of any certificate without
the consent of the holder of such certificate, (y) adversely affect in any
material respect the interests of the holders of any class of certificates, in
a manner other than as described in clause (x), without the consent of the
holders of all certificates of such class or (z) modify the provisions of the
pooling and servicing agreement described in this paragraph without the consent
of the holders of all certificates of the related series. However, unless
otherwise specified in the related pooling and servicing agreement, the trustee
will be prohibited from consenting to any amendment of a pooling and servicing
agreement pursuant to which a REMIC election is to be or has been made unless
the trustee shall first have received an opinion of counsel to the effect that
such amendment will not result in the imposition of a tax on the related trust
fund or cause the related trust fund to fail to qualify as a REMIC at any time
that the related certificates are outstanding.
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LIST OF CERTIFICATEHOLDERS
Upon written request of any certificateholder of record made for purposes
of communicating with other holders of certificates of the same series with
respect to their rights under the related pooling and servicing agreement, the
trustee or other specified person will afford such certificateholder access,
during normal business hours, to the most recent list of certificateholders of
that series then maintained by such person.
THE TRUSTEE
The trustee under each pooling and servicing agreement will be named in
the related prospectus supplement. The commercial bank, national banking
association, banking corporation or trust company that serves as trustee may
have typical banking relationships with the depositor and its affiliates and
with any master servicer and its affiliates.
DUTIES OF THE TRUSTEE
The trustee for a series of certificates will make no representation as to
the validity or sufficiency of the related pooling and servicing agreement, the
certificates or any mortgage loan or related document and will not be
accountable for the use or application by or on behalf of any master servicer
of any funds paid to the master servicer or any special servicer in respect of
the certificates or the mortgage loans, or any funds deposited into or
withdrawn from the certificate account or any other account by or on behalf of
the master servicer or any special servicer. If no event of default under a
related pooling and servicing agreement has occurred and is continuing, the
trustee will be required to perform only those duties specifically required
under the related pooling and servicing agreement. However, upon receipt of any
of the various certificates, reports or other instruments required to be
furnished to it pursuant to the pooling and servicing agreement, the trustee
will be required to examine such documents and to determine whether they
conform to the requirements of the pooling and servicing agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
The trustee for a series of certificates may be entitled to
indemnification, from amounts held in the related certificate account, for any
loss, liability or expense incurred by the trustee in connection with the
trustee's acceptance or administration of its trusts under the related pooling
and servicing agreement; provided, however, that such indemnification will not
extend to any loss, liability or expense that constitutes a specific liability
imposed on the trustee pursuant to the pooling and servicing agreement, or to
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence on the part of the trustee in the performance of its
obligations and duties thereunder, or by reason of its reckless disregard of
such obligations or duties, or as may arise from a breach of any
representation, warranty or covenant of the trustee made in the pooling and
servicing agreement. As and to the extent described in the prospectus
supplement, the fees and normal disbursements of any trustee may be the expense
of the related master servicer or other specified person or may be required to
be borne by the related trust fund.
RESIGNATION AND REMOVAL OF THE TRUSTEE
The trustee for a series of certificates will be permitted at any time to
resign from its obligations and duties under the related pooling and servicing
agreement by giving written notice thereof to the depositor. Upon receiving
such notice of resignation, the master servicer (or such other person as may be
specified in the prospectus supplement) will be required to use reasonable
efforts to promptly appoint a successor trustee. If no successor trustee shall
have accepted an appointment within a specified period after the giving of such
notice of resignation, the resigning trustee may petition any court of
competent jurisdiction to appoint a successor trustee.
Unless otherwise provided in the prospectus supplement, if at any time the
trustee ceases to be eligible to continue as such under the related pooling and
servicing agreement, or if at any time the trustee becomes incapable of acting,
or if certain events of (or proceedings in respect of) bankruptcy or insolvency
occur with respect to the trustee, the depositor will be authorized to remove
the trustee and
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appoint a successor trustee. In addition, unless otherwise provided in the
prospectus supplement, holders of the certificates of any series entitled to at
least 51% (or such other percentage specified in the prospectus supplement) of
the voting rights for such series may at any time (with or without cause)
remove the trustee and appoint a successor trustee.
Any resignation or removal of the trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the
successor trustee.
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DESCRIPTION OF CREDIT SUPPORT
GENERAL
Credit support may be provided with respect to one or more classes of the
certificates of any series, or with respect to the related mortgage assets.
Credit support may be in the form of over-collateralization, a letter of
credit, the subordination of one or more classes of certificates, the use of a
pool insurance policy or guarantee insurance, the establishment of one or more
reserve funds or another method of credit support described in the prospectus
supplement, or any combination of the foregoing. If so provided in the
prospectus supplement, any form of credit support may provide credit
enhancement for more than one series of certificates to the extent described in
the prospectus supplement.
The credit support generally will not provide protection against all risks
of loss and will not guarantee payment to certificateholders of all amounts to
which they are entitled under the related pooling and servicing agreement. If
losses or shortfalls occur that exceed the amount covered by the credit support
or that are not covered by the credit support, certificateholders will bear
their allocable share of deficiencies. Moreover, if a form of credit support
covers more than one series of certificates, holders of certificates of one
series will be subject to the risk that such credit support will be exhausted
by the claims of the holders of certificates of one or more other series before
the former receive their intended share of such coverage.
If credit support is provided with respect to one or more classes of
certificates of a series, or with respect to the related mortgage assets, the
prospectus supplement will include a description of (i) the nature and amount
of coverage under such credit support, (ii) any conditions to payment
thereunder not otherwise described in this prospectus, (iii) the conditions (if
any) under which the amount of coverage under such credit support may be
reduced and under which such credit support may be terminated or replaced and
(iv) the material provisions relating to such credit support. Additionally, the
prospectus supplement will set forth certain information with respect to the
obligor under any instrument of credit support, generally including (w) a brief
description of its principal business activities, (x) its principal place of
business, place of incorporation and the jurisdiction under which it is
chartered or licensed to do business, (y) if applicable, the identity of the
regulatory agencies that exercise primary jurisdiction over the conduct of its
business and (z) its total assets, and its stockholders equity or
policyholders' surplus, if applicable, as of a date that will be specified in
the prospectus supplement. See "Risk Factors--Credit Support May Not Cover
Losses or Risks Which Could Adversely Affect Payment on Your Certificates."
SUBORDINATE CERTIFICATES
If so specified in the prospectus supplement, one or more classes of
certificates of a series may be subordinate certificates which are subordinated
in right of payment to one or more other classes of senior certificates. If so
provided in the prospectus supplement, the subordination of a class may apply
only in the event of (or may be limited to) certain types of losses or
shortfalls. The prospectus supplement will set forth information concerning the
amount of subordination provided by a class or classes of subordinate
certificates in a series, the circumstances under which such subordination will
be available and the manner in which the amount of subordination will be made
available.
CROSS-SUPPORT PROVISIONS
If the mortgage assets in any trust fund are divided into separate groups,
each supporting a separate class or classes of certificates of a series, credit
support may be provided by cross-support provisions requiring that
distributions be made on senior certificates evidencing interests in one group
of mortgage assets prior to distributions on subordinate certificates
evidencing interests in a different group of mortgage assets within the trust
fund. The prospectus supplement for a series that includes a cross-support
provision will describe the manner and conditions for applying such provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the prospectus supplement for a series of certificates,
mortgage loans included in the related trust fund will be covered for certain
default risks by insurance policies or guarantees. To the extent material, a
copy of each such instrument will accompany the Current Report on Form 8-K to
be filed with the Securities and Exchange Commission within 15 days of issuance
of the certificates of the related series.
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LETTER OF CREDIT
If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes thereof will be covered by one or more letters of credit, issued by a
bank or financial institution specified in such prospectus supplement. Under a
letter of credit, the bank or financial institution providing the letter of
credit will be obligated to honor draws thereunder in an aggregate fixed dollar
amount, net of unreimbursed payments thereunder, generally equal to a
percentage specified in the prospectus supplement of the aggregate principal
balance of the mortgage assets on the related Cut-Off Date or of the initial
aggregate certificate balance of one or more classes of certificates. If so
specified in the prospectus supplement, the letter of credit may permit draws
only in the event of certain types of losses and shortfalls. The amount
available under the letter of credit will, in all cases, be reduced to the
extent of the unreimbursed payments thereunder and may otherwise be reduced as
described in the prospectus supplement. The obligations of the bank or
financial institution providing the letter of credit for each series of
certificates will expire at the earlier of the date specified in the prospectus
supplement or the termination of the trust fund. A copy of any such letter of
credit will accompany the Current Report on Form 8-K to be filed with the
Securities and Exchange Commission within 15 days of issuance of the
certificates of the related series.
CERTIFICATE INSURANCE AND SURETY BONDS
If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes thereof will be covered by insurance policies and/or surety bonds
provided by one or more insurance companies or sureties. Such instruments may
cover, with respect to one or more classes of certificates of the related
series, timely distributions of interest and/or full distributions of principal
on the basis of a schedule of principal distributions set forth in or
determined in the manner specified in the prospectus supplement. A copy of any
such instrument will accompany the Current Report on Form 8-K to be filed with
the Securities and Exchange Commission within 15 days of issuance of the
certificates of the related series.
RESERVE FUNDS
If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes thereof will be covered (to the extent of available funds) by one or
more reserve funds in which cash, a letter of credit, permitted investments, a
demand note or a combination thereof will be deposited, in the amounts
specified in such prospectus supplement. If so specified in the prospectus
supplement, the reserve fund for a series may also be funded over time by a
specified amount of the collections received on the related mortgage assets.
Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the prospectus supplement. If so
specified in the prospectus supplement, reserve funds may be established to
provide protection only against certain types of losses and shortfalls.
Following each distribution date, amounts in a reserve fund in excess of any
amount required to be maintained in the reserve fund may be released from the
reserve fund under the conditions and to the extent specified in the prospectus
supplement.
If so specified in the prospectus supplement, amounts deposited in any
reserve fund will be invested in permitted investments, such as United States
government securities and other investment grade obligations specified in the
related pooling and servicing agreement. Unless otherwise specified in the
prospectus supplement, any reinvestment income or other gain from such
investments will be credited to the related reserve fund for such series, and
any loss resulting from such investments will be charged to such reserve fund.
However, such income may be payable to any related master servicer or another
service provider as additional compensation for its services. The reserve fund,
if any, for a series will not be a part of the trust fund unless otherwise
specified in the prospectus supplement.
CREDIT SUPPORT WITH RESPECT TO CMBS
If so provided in the prospectus supplement for a series of certificates,
any CMBS included in the related trust fund and/or the related underlying
mortgage loans may be covered by one or more of the
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types of credit support described in this prospectus. The prospectus supplement
for any series of certificates evidencing an interest in a trust fund that
includes CMBS will describe to the extent information is available and deemed
material, any similar forms of credit support that are provided by or with
respect to, or are included as part of the trust fund evidenced by or providing
security for, such CMBS. The type, characteristic and amount of credit support
will be determined based on the characteristics of the mortgage assets and
other factors and will be established, in part, on the basis of requirements of
each rating agency rating the certificates of such series. If so specified in
the prospectus supplement, any such credit support may apply only in the event
of certain types of losses or delinquencies and the protection against losses
or delinquencies provided by such credit support will be limited.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES
The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential properties.
Because such legal aspects are governed by applicable state law (which laws may
differ substantially), the summaries do not purport to be complete, to reflect
the laws of any particular state, or to encompass the laws of all states in
which the security for the mortgage loans (or mortgage loans underlying any
CMBS) is situated. Accordingly, the summaries are qualified in their entirety
by reference to the applicable laws of those states. See "Description of the
Trust Funds--Mortgage Loans--Leases." For purposes of the following discussion,
"mortgage loan" includes a mortgage loan underlying a CMBS.
GENERAL
Each mortgage loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the prevailing
practice and law in the state in which the related mortgaged property is
located. Mortgages, deeds of trust and deeds to secure debt are collectively
referred to as "mortgages" in this prospectus and, unless otherwise specified,
in any prospectus supplement. A mortgage creates a lien upon, or grants a title
interest in, the real property covered thereby, and represents the security for
the repayment of the indebtedness customarily evidenced by a promissory note.
The priority of the lien created or interest granted will depend on the terms
of the mortgage and, in some cases, on the terms of separate subordination
agreements or intercreditor agreements with others that hold interests in the
real property, the knowledge of the parties to the mortgage and, generally, the
order of recordation of the mortgage in the appropriate public recording
office. However, the lien of a recorded mortgage will generally be subordinate
to later-arising liens for real estate taxes and assessments and other charges
imposed under governmental police powers. Additionally, in some states,
mechanic's and materialman's liens have priority over mortgage liens.
The mortgagee's authority under a mortgage, the beneficiary's authority
under a deed of trust and the grantee's authority under a deed to secure debt
are governed by the express provisions of the related instrument, the law of
the state in which the real property is located, certain federal laws
(including, without limitation, the Servicemembers Civil Relief Act) and, in
some deed of trust transactions, the trustee's authority is further limited by
the directions of the beneficiary.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage: a mortgagor (the borrower and usually
the owner of the subject property) and a mortgagee (the lender). In a mortgage,
the mortgagor grants a lien on the subject property in favor of the mortgagee.
A deed of trust is a three-party instrument, among a trustor (the equivalent of
a borrower), a trustee to whom the real property is conveyed, and a beneficiary
(the lender) for whose benefit the conveyance is made. Under a deed of trust,
the trustor grants the property to the trustee, in trust, irrevocably until the
debt is paid, and generally with a power of sale. A deed to secure debt
typically has two parties. The borrower, or grantor, conveys title to the real
property to the grantee, or lender, generally with a power of sale, until such
time as the debt is repaid. In a case where the borrower is a land trust, there
would be an additional party to a mortgage instrument because legal title to
the property is held by a land trustee under a land trust agreement for the
benefit of the borrower. At
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origination of a mortgage loan involving a land trust, the borrower generally
executes a separate undertaking to make payments on the mortgage note. The
mortgagee's authority under a mortgage, the trustee's authority under a deed of
trust and the grantee's authority under a deed to secure debt are governed by
the express provisions of the related instrument, the law of the state in which
the real property is located, certain federal laws and, in some deed of trust
transactions, the directions of the beneficiary.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease
and the income derived therefrom, while (unless rents are to be paid directly
to the lender) retaining a revocable license to collect the rents for so long
as there is no default. If the borrower defaults, the license terminates and
the lender is entitled to collect the rents. Local law may require that the
lender take possession of the property and/or obtain a court-appointed receiver
before becoming entitled to collect the rents. Lenders that actually take
possession of the property, however, may incur potentially substantial risks
attendant to being a mortgagee in possession. Such risks include liability for
environmental clean-up costs and other risks inherent in property ownership.
See "--Environmental Considerations." In most states, hotel and motel room
receipts/revenues are considered accounts receivable under the Uniform
Commercial Code; in cases where hotels or motels constitute loan security, the
receipts/revenues are generally pledged by the borrower as additional security
for the loan. In general, the lender must file financing statements in order to
perfect its security interest in the receipts/revenues and must file
continuation statements, generally every five years, to maintain perfection of
such security interest. Even if the lender's security interest in room
receipts/revenues is perfected under the Uniform Commercial Code, it will
generally be required to commence a foreclosure action or otherwise take
possession of the property in order to collect the room receipts/revenues
following a default. See "--Bankruptcy Laws."
PERSONALTY
In the case of certain types of mortgaged properties, such as hotels,
motels and nursing homes, personal property (to the extent owned by the
borrower and not previously pledged) may constitute a significant portion of
the property's value as security. The creation and enforcement of liens on
personal property are governed by the Uniform Commercial Code. Accordingly, if
a borrower pledges personal property as security for a mortgage loan, the
lender generally must file Uniform Commercial Code financing statements in
order to perfect its security interest therein, and must file continuation
statements, generally every five years, to maintain that perfection.
COOPERATIVE LOANS
If specified in the prospectus supplement, the mortgage loans may consist
of loans secured by "blanket mortgages" on the property owned by cooperative
housing corporations. If specified in the prospectus supplement, the mortgage
loans may consist of cooperative loans secured by security interests in shares
issued by private cooperative housing corporations and in the related
proprietary leases or occupancy agreements granting exclusive rights to occupy
specific dwelling units in the cooperatives' buildings. The security agreement
will create a lien upon, or grant a title interest in, the property which it
covers, the priority of which will depend on the terms of the particular
security agreement as well as the order of recordation of the agreement in the
appropriate recording office. Such a lien or title interest is not prior to the
lien for real estate taxes and assessments and other charges imposed under
governmental police powers.
A cooperative generally owns in fee or has a leasehold interest in land
and owns in fee or leases the building or buildings thereon and all separate
dwelling units in the buildings. The cooperative is owned by
tenant-stockholders who, through ownership of stock or shares in the
corporation, receive proprietary leases or occupancy agreements which confer
exclusive rights to occupy specific units. Generally, a tenant-stockholder of a
cooperative must make a monthly payment to the cooperative representing such
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tenant-stockholder's pro rata share of the cooperative's payments for its
blanket mortgage, real property taxes, maintenance expenses and other capital
or ordinary expenses. The cooperative is directly responsible for property
management and, in most cases, payment of real estate taxes, other governmental
impositions and hazard and liability insurance. If there is a blanket mortgage
or mortgages on the cooperative apartment building or underlying land, as is
generally the case, or an underlying lease of the land, as is the case in some
instances, the cooperative, as property mortgagor, or lessee, as the case may
be, is also responsible for meeting these mortgage or rental obligations. A
blanket mortgage is ordinarily incurred by the cooperative in connection with
either the construction or purchase of the cooperative's apartment building or
obtaining of capital by the cooperative. The interest of the occupant under
proprietary leases or occupancy agreements as to which that cooperative is the
landlord are generally subordinate to the interest of the holder of a blanket
mortgage and to the interest of the holder of a land lease. If the cooperative
is unable to meet the payment obligations (i) arising under a blanket mortgage,
the mortgagee holding a blanket mortgage could foreclose on that mortgage and
terminate all subordinate proprietary leases and occupancy agreements, or (ii)
arising under its land lease, the holder of the landlord's interest under the
land lease could terminate it and all subordinate proprietary leases and
occupancy agreements. Also, a blanket mortgage on a cooperative may provide
financing in the form of a mortgage that does not fully amortize, with a
significant portion of principal being due in one final payment at maturity.
The inability of the cooperative to refinance a mortgage and its consequent
inability to make such final payment could lead to foreclosure by the mortgagee
and termination of all proprietary leases and occupancy agreements. Similarly,
a land lease has an expiration date and the inability of the cooperative to
extend its term, or, in the alternative, to purchase the land, could lead to
termination of the cooperatives' interest in the property and termination of
all proprietary leases and occupancy agreements. Upon foreclosure of a blanket
mortgage on a cooperative, the lender would normally be required to take the
mortgaged property subject to state and local regulations that afford tenants
who are not shareholders various rent control and other protections. A
foreclosure by the holder of a blanket mortgage or the termination of the
underlying lease could eliminate or significantly diminish the value of any
collateral held by a party who financed the purchase of cooperative shares by
an individual tenant stockholder.
An ownership interest in a cooperative and accompanying occupancy rights
are financed through a cooperative share loan evidenced by a promissory note
and secured by an assignment of and a security interest in the occupancy
agreement or proprietary lease and a security interest in the related
cooperative shares. The lender generally takes possession of the share
certificate and a counterpart of the proprietary lease or occupancy agreement
and financing statements covering the proprietary lease or occupancy agreement
and the cooperative shares are filed in the appropriate state and local offices
to perfect the lender's interest in its collateral. Subject to the limitations
discussed below, upon default of the tenant-stockholder, the lender may sue for
judgment on the promissory note, dispose of the collateral at a public or
private sale or otherwise proceed against the collateral or tenant-stockholder
as an individual as provided in the security agreement covering the assignment
of the proprietary lease or occupancy agreement and the pledge of cooperative
shares. See "--Foreclosure--Cooperative Loans" below.
JUNIOR MORTGAGES; RIGHTS OF SENIOR LENDERS
Some of the mortgage loans included in a trust fund may be secured by
mortgage instruments that are subordinate to mortgage instruments held by other
lenders. The rights of the trust fund (and therefore the certificateholders),
as holder of a junior mortgage instrument, are subordinate to those of the
senior lender, including the prior rights of the senior lender to receive
rents, hazard insurance and condemnation proceeds and to cause the mortgaged
property to be sold upon borrower's default and thereby extinguish the trust
fund's junior lien unless the master servicer or special servicer satisfies the
defaulted senior loan, or, if permitted, asserts its subordinate interest in a
property in foreclosure litigation. As discussed more fully below, in many
states a junior lender may satisfy a defaulted senior loan in full, adding the
amounts expended to the balance due on the junior loan. Absent a provision in
the senior mortgage instrument, no notice of default is required to be given to
the junior lender.
The form of the mortgage instrument used by many institutional lenders
confers on the lender the right both to receive all proceeds collected under
any hazard insurance policy and all awards made in connection with any
condemnation proceedings, and (subject to any limits imposed by applicable
state
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law) to apply such proceeds and awards to any indebtedness secured by the
mortgage instrument in such order as the lender may determine. Thus, if
improvements on a property are damaged or destroyed by fire or other casualty,
or if the property is taken by condemnation, the holder of the senior mortgage
instrument will have the prior right to collect any insurance proceeds payable
under a hazard insurance policy and any award of damages in connection with the
condemnation and to apply the same to the senior indebtedness. Accordingly,
only the proceeds in excess of the amount of senior indebtedness will be
available to be applied to the indebtedness secured by a junior mortgage
instrument.
The form of mortgage instrument used by many institutional lenders
typically contains a "future advance" clause, which provides, in general, that
additional amounts advanced to or on behalf of the mortgagor or trustor by the
mortgagee or beneficiary are to be secured by the mortgage instrument. While
such a clause is valid under the laws of most states, the priority of any
advance made under the clause depends, in some states, on whether the advance
was an "obligatory" or an "optional" advance. If the lender is obligated to
advance the additional amounts, the advance may be entitled to receive the same
priority as the amounts advanced at origination, notwithstanding that
intervening junior liens may have been recorded between the date of recording
of the senior mortgage instrument and the date of the future advance, and
notwithstanding that the senior lender had actual knowledge of such intervening
junior liens at the time of the advance. Where the senior lender is not
obligated to advance the additional amounts and has actual knowledge of the
intervening junior liens, the advance may be subordinate to such intervening
junior liens. Priority of advances under a "future advance" clause rests, in
many other states, on state law giving priority to all advances made under the
loan agreement up to a "credit limit" amount stated in the recorded mortgage.
Another provision typically found in the form of mortgage instrument used
by many institutional lenders permits the lender to itself perform certain
obligations of the borrower (for example, the obligations to pay when due all
taxes and assessments on the property and, when due, all encumbrances, charges
and liens on the property that are senior to the lien of the mortgage
instrument, to maintain hazard insurance on the property, and to maintain and
repair the property) upon a failure of the borrower to do so, with all sums so
expended by the lender becoming part of the indebtedness secured by the
mortgage instrument.
The form of mortgage instrument used by many institutional lenders
typically requires the borrower to obtain the consent of the lender in respect
of actions affecting the mortgaged property, including the execution of new
leases and the termination or modification of existing leases, the performance
of alterations to buildings forming a part of the mortgaged property and the
execution of management and leasing agreements for the mortgaged property.
Tenants will often refuse to execute leases unless the lender executes a
written agreement with the tenant not to disturb the tenant's possession of its
premises in the event of a foreclosure. A senior lender may refuse to consent
to matters approved by a junior lender, with the result that the value of the
security for the junior mortgage instrument is diminished.
FORECLOSURE
General. Foreclosure is a legal procedure that allows the lender to seek
to recover its mortgage debt by enforcing its rights and available legal
remedies under the mortgage in respect of the mortgaged property. If the
borrower defaults in payment or performance of its obligations under the note
or mortgage, the lender has the right to institute foreclosure proceedings to
sell the real property at public auction to satisfy the indebtedness.
Foreclosure Procedures Vary From State to State. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and non-judicial foreclosure pursuant to a power of sale usually granted in the
mortgage instrument. Other foreclosure procedures are available in some states,
but they are either infrequently used or available only in limited
circumstances.
A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed, and
sometimes requires years to complete. Moreover, the filing by or against the
borrower-mortgagor of a bankruptcy petition would impose an automatic stay on
such proceedings and could further delay a foreclosure sale.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all
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parties having a subordinate interest of record in the real property and all
parties in possession of the property, under leases or otherwise, whose
interests are subordinate to the mortgage. Delays in completion of the
foreclosure may occasionally result from difficulties in locating proper
defendants. As stated above, if the lender's right to foreclose is contested by
any defendant, the legal proceedings may be time-consuming. In addition,
judicial foreclosure is a proceeding in equity and, therefore, equitable
defenses may be raised against the foreclosure. Upon successful completion of a
judicial foreclosure proceeding, the court generally issues a judgment of
foreclosure and appoints a referee or other officer to conduct a public sale of
the mortgaged property, the proceeds of which are used to satisfy the judgment.
Such sales are made in accordance with procedures that vary from state to
state.
Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to a power of
sale typically granted in the deed of trust. A power of sale may also be
contained in any other type of mortgage instrument if applicable law so
permits. A power of sale under a deed of trust or mortgage allows a
non-judicial public sale to be conducted generally following a request from the
beneficiary/lender to the trustee to sell the property upon default by the
borrower and after notice of sale is given in accordance with the terms of the
mortgage and applicable state law. In some states, prior to such sale, the
trustee under the deed of trust must record a notice of default and notice of
sale and send a copy to the borrower and to any other party which has recorded
a request for a copy of a notice of default and notice of sale. In addition, in
some states the trustee must provide notice to any other party having an
interest of record in the real property, including junior lienholders. A notice
of sale must be posted in a public place and, in most states, published for a
specified period of time in one or more newspapers. The borrower or a junior
lienholder may then have the right, during a reinstatement period required in
some states, to cure the default by paying the entire actual amount in arrears
(without regard to the acceleration of the indebtedness), plus the lender's
expenses incurred in enforcing the obligation. In other states, the borrower or
the junior lienholder is not provided a period to reinstate the loan, but has
only the right to pay off the entire debt to prevent the foreclosure sale. In
addition to such cure rights, in most jurisdictions, the borrower-mortgagor or
a subordinate lienholder can seek to enjoin the non-judicial foreclosure by
commencing a court proceeding. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and
the applicable time periods.
Both judicial and non-judicial foreclosures may result in the termination
of leases at the mortgaged property, which in turn could result in the
reduction in the income for such property. Some of the factors that will
determine whether or not a lease will be terminated by a foreclosure are: the
provisions of applicable state law, the priority of the mortgage vis-a-vis the
lease in question, the terms of the lease and the terms of any subordination,
non-disturbance and attornment agreement between the tenant under the lease and
the mortgagee.
Equitable Limitations on Enforceability of Certain Provisions. United
States courts have traditionally imposed general equitable principles to limit
the remedies available to lenders in foreclosure actions. These principles are
generally designed to relieve borrowers from the effects of mortgage defaults
perceived as harsh or unfair. Relying on such principles, a court may alter the
specific terms of a loan to the extent it considers necessary to prevent or
remedy an injustice, undue oppression or overreaching, or may require the
lender to undertake affirmative actions to determine the cause of the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's and have required that lenders reinstate loans or recast payment
schedules in order to accommodate borrowers who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose in the case of a non-monetary default, such as a failure to
adequately maintain the mortgaged property or placing a subordinate mortgage or
other encumbrance upon the mortgaged property. Finally, some courts have
addressed the issue of whether federal or state constitutional provisions
reflecting due process concerns for adequate notice require that a borrower
receive notice in addition to statutorily prescribed minimum notice. For the
most part, these cases have upheld the reasonableness of the notice provisions
or have found that a public sale under a mortgage providing for a power of sale
does not involve sufficient state action to trigger constitutional protections.
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Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale for a number of reasons, including the difficulty in
determining the exact status of title to the property (due to, among other
things, redemption rights that may exist) and because of the possibility that
physical deterioration of the property may have occurred during the foreclosure
proceedings. For these reasons, it is common for the lender to purchase the
mortgaged property for an amount equal to the secured indebtedness and accrued
and unpaid interest plus the expenses of foreclosure, in which event the
borrower's debt will be extinguished. Thereafter, subject to the borrower's
right in some states to remain in possession during a redemption period, the
lender will become the owner of the property and have both the benefits and
burdens of ownership, including the obligation to pay debt service on any
senior mortgages, to pay taxes, to obtain casualty insurance and to make such
repairs as are necessary to render the property suitable for sale. The costs
involved in a foreclosure process can often be quite expensive; such costs may
include, depending on the jurisdiction involved, legal fees, court
administration fees, referee fees and transfer taxes or fees. The costs of
operating and maintaining a commercial or multifamily residential property may
be significant and may be greater than the income derived from that property.
The lender also will commonly obtain the services of a real estate broker and
pay the broker's commission in connection with the sale or lease of the
property. Depending upon market conditions, the ultimate proceeds of the sale
of the property may not equal the lender's investment in the property.
Moreover, because of the expenses associated with acquiring, owning and selling
a mortgaged property, a lender could realize an overall loss on a mortgage loan
even if the mortgaged property is sold at foreclosure, or resold after it is
acquired through foreclosure, for an amount equal to the full outstanding
principal amount of the loan plus accrued interest.
The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness, including penalty fees and court costs, or
face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption." The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have an equity of redemption and may redeem the property by
paying the entire debt with interest. Those having an equity of redemption must
generally be made parties and joined in the foreclosure proceeding in order for
their equity of redemption to be terminated.
The equity of redemption is a common-law (non-statutory) right which
should be distinguished from post-sale statutory rights of redemption. In some
states, after sale pursuant to a deed of trust or foreclosure of a mortgage,
the borrower and foreclosed junior lienors are given a statutory period in
which to redeem the property. In some states, statutory redemption may occur
only upon payment of the foreclosure sale price. In other states, redemption
may be permitted if the former borrower pays only a portion of the sums due.
The effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property because the exercise of a right of
redemption would defeat the title of any purchaser through a foreclosure.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure, but not following a
trustee's sale under a deed of trust.
Anti-Deficiency Legislation. Some or all of the mortgage loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the mortgaged property and such other assets, if any, that were pledged to
secure the mortgage loan. However, even if a mortgage loan by its terms
provides for recourse to the borrower's other assets, a lender's ability to
realize upon those assets may be limited by state law. For example, in some
states a lender cannot obtain a deficiency judgment against the borrower
following a non-judicial foreclosure. A deficiency judgment is a personal
judgment against the former borrower equal to the difference between the net
amount realized upon the public sale of the real
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property and the amount due to the lender. Other statutes may require the
lender to exhaust the security afforded under a mortgage before bringing a
personal action against the borrower. In certain other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting such security; however, in some of those states, the
lender, following judgment on such personal action, may be deemed to have
elected a remedy and thus may be precluded from foreclosing upon the security.
Consequently, lenders in those states where such an election of remedy
provision exists will usually proceed first against the security. Finally,
other statutory provisions, designed to protect borrowers from exposure to
large deficiency judgments that might result from bidding at below-market
values at the foreclosure sale, limit any deficiency judgment to the excess of
the outstanding debt over the judicially determined fair market value of the
property at the time of the sale.
Leasehold Risks. Mortgage loans may be secured by a mortgage on the
borrower's leasehold interest in a ground lease. Leasehold mortgage loans are
subject to certain risks not associated with mortgage loans secured by a lien
on the fee estate of the borrower. The most significant of these risks is that
if the borrower's leasehold were to be terminated upon a lease default or the
bankruptcy of the lessee or the lessor, the leasehold mortgagee would lose its
security. This risk may be substantially lessened if the ground lease contains
provisions protective of the leasehold mortgagee, such as a provision that
requires the ground lessor to give the leasehold mortgagee notices of lessee
defaults and an opportunity to cure them, a provision that permits the
leasehold estate to be assigned to and by the leasehold mortgagee or the
purchaser at a foreclosure sale, a provision that gives the leasehold mortgagee
the right to enter into a new ground lease with the ground lessor on the same
terms and conditions as the old ground lease or a provision that prohibits the
ground lessee/borrower from treating the ground lease as terminated in the
event of the ground lessor's bankruptcy and rejection of the ground lease by
the trustee for the debtor/ground lessor. Certain mortgage loans, however, may
be secured by liens on ground leases that do not contain all or some of these
provisions.
Regulated Healthcare Facilities. A mortgage loan may be secured by a
mortgage on a nursing home or other regulated healthcare facility. In most
jurisdictions, a license (which is nontransferable and may not be assigned or
pledged) granted by the appropriate state regulatory authority is required to
operate a regulated healthcare facility. Accordingly, the ability of a person
acquiring this type of property upon a foreclosure sale to take possession of
and operate the same as a regulated healthcare facility may be prohibited by
applicable law. Notwithstanding the foregoing, however, in certain
jurisdictions the person acquiring this type of property at a foreclosure sale
may have the right to terminate the use of the same as a regulated health care
facility and convert it to another lawful purpose.
Cross-Collateralization. Certain of the mortgage loans may be secured by
more than one mortgage covering mortgaged properties located in more than one
state. Because of various state laws governing foreclosure or the exercise of a
power of sale and because, in general, foreclosure actions are brought in state
court and the courts of one state cannot exercise jurisdiction over property in
another state, it may be necessary upon a default under a cross-collateralized
mortgage loan to foreclose on the related mortgaged properties in a particular
order rather than simultaneously in order to ensure that the lien of the
mortgages is not impaired or released.
Cooperative Loans. The cooperative shares owned by the tenant-stockholder
and pledged to the lender are, in almost all cases, subject to restrictions on
transfer as set forth in the cooperative's certificate of incorporation and
by-laws, as well as the proprietary lease or occupancy agreement, and may be
cancelled by the cooperative for failure by the tenant-stockholder to pay rent
or other obligations or charges owed by such tenant-stockholder, including
mechanics' liens against the cooperative apartment building incurred by such
tenant-stockholder. The proprietary lease or occupancy agreement generally
permit the cooperative to terminate such lease or agreement in the event an
obligor fails to make payments or defaults in the performance of covenants
required thereunder. Typically, the lender and the cooperative enter into a
recognition agreement which establishes the rights and obligations of both
parties in the event of a default by the tenant-stockholder. A default under
the proprietary lease or occupancy agreement will usually constitute a default
under the security agreement between the lender and the tenant-stockholder.
The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or the occupancy
agreement is terminated, the cooperative will
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recognize the lender's lien against proceeds from the sale of the cooperative
apartment, subject, however, to the cooperative's right to sums due under such
proprietary lease or occupancy agreement. The total amount owed to the
cooperative by the tenant-stockholder, which the lender generally cannot
restrict and does not monitor, could reduce the value of the collateral below
the outstanding principal balance of the cooperative loan and accrued and
unpaid interest thereon.
Recognition agreements also provide that in the event of a foreclosure on
a cooperative loan, the lender must obtain the approval or consent of the
cooperative as required by the proprietary lease before transferring the
cooperative shares or assigning the proprietary lease. Generally, the lender is
not limited in any rights it may have to dispossess the tenant-stockholders.
In some states, foreclosure on the cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the Uniform Commercial
Code and the security agreement relating to those shares. Article 9 of the
Uniform Commercial Code requires that a sale be conducted in a "commercially
reasonable" manner. Whether a foreclosure sale has been conducted in a
"commercially reasonable" manner will depend on the facts in each case. In
determining commercial reasonableness, a court will look to the notice given
the debtor and the method, manner, time, place and terms of the foreclosure.
Generally, a sale conducted according to the usual practice of banks selling
similar collateral will be considered reasonably conducted.
Article 9 of the Uniform Commercial Code provides that the proceeds of the
sale will be applied first to pay the costs and expenses of the sale and then
to satisfy the indebtedness secured by the lender's security interest. The
recognition agreement, however, generally provides that the lender's right to
reimbursement is subject to the right of the cooperatives to receive sums due
under the proprietary lease or occupancy agreement. If there are proceeds
remaining, the lender must account to the tenant-stockholder for the surplus.
Conversely, if a portion of the indebtedness remains unpaid, the
tenant-stockholder is generally responsible for the deficiency.
BANKRUPTCY LAWS
Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a lender to realize upon collateral and/or to enforce
a deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions (including foreclosure actions and deficiency judgment proceedings) to
collect a debt are automatically stayed upon the filing of the bankruptcy
petition and, often, no interest or principal payments are made during the
course of the bankruptcy case. The delay and the consequences thereof caused by
the automatic stay can be significant. Also, under the Bankruptcy Code, the
filing of a petition in bankruptcy by or on behalf of a junior lienholder would
stay the senior lender from proceeding with any foreclosure action.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards protective of the lender's secured claim are met, the amount and
terms of a mortgage loan secured by a lien on property of the debtor may be
modified under certain circumstances. For example, if the loan is undersecured,
the outstanding amount of the loan which would remain secured may be reduced to
the then-current value of the property (with a corresponding partial reduction
of the amount of lender's security interest) pursuant to a confirmed plan, thus
leaving the lender a general unsecured creditor for the difference between such
value and the outstanding balance of the loan. Other modifications may include
the reduction in the amount of each scheduled payment by means of a reduction
in the rate of interest and/or an alteration of the repayment schedule (with or
without affecting the unpaid principal balance of the loan), and/or by an
extension (or shortening) of the term to maturity. Some bankruptcy courts have
approved plans, based on the particular facts of the reorganization case, that
effected the cure of a mortgage loan default by paying arrearages over a number
of years. Also under federal bankruptcy law, a bankruptcy court may permit a
debtor through its rehabilitative plan to de-accelerate a secured loan and to
reinstate the loan even though the lender accelerated the mortgage loan and
final judgment of foreclosure had been entered in state court (provided no sale
of the property had yet occurred) prior to the filing of the debtor's petition.
This may be done even if the full amount due under the original loan is never
repaid.
Federal bankruptcy law provides generally that rights and obligations
under an unexpired lease of the debtor/lessee may not be terminated or modified
at any time after the commencement of a case under the
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Bankruptcy Code solely on the basis of a provision in the lease to such effect
or because of certain other similar events. This prohibition could limit the
ability of the trustee for a series of certificates to exercise certain
contractual remedies with respect to the leases. In addition, Section 362 of
the Bankruptcy Code operates as an automatic stay of, among other things, any
act to obtain possession of property from a debtor's estate. This may delay a
trustee's exercise of such remedies for a related series of certificates in the
event that a related lessee or a related mortgagor becomes the subject of a
proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed
from enforcing a lease assignment by a mortgagor related to a mortgaged
property if the related mortgagor was in a bankruptcy proceeding. The legal
proceedings necessary to resolve the issues could be time-consuming and might
result in significant delays in the receipt of the assigned rents. Similarly,
the filing of a petition in a bankruptcy by or on behalf of a lessee of a
mortgaged property would result in a stay against the commencement or
continuation of any state court proceeding for past due rent, for accelerated
rent, for damages or for a summary eviction order with respect to a default
under the lease that occurred prior to the filing of the lessee's petition.
Rents and other proceeds of a mortgage loan may also escape an assignment
thereof if the assignment is not fully perfected under state law prior to
commencement of the bankruptcy proceeding. See "--Leases and Rents."
In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court, (a) assume the
lease and retain it or assign it to a third party or (b) reject the lease. If
the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the
lessee as debtor-in-possession, or the assignee, if applicable, must cure any
defaults under the lease, compensate the lessor for its losses and provide the
lessor with "adequate assurance" of future performance. Such remedies may be
insufficient, however, as the lessor may be forced to continue under the lease
with a lessee that is a poor credit risk or an unfamiliar tenant if the lease
was assigned, and any assurances provided to the lessor may, in fact, be
inadequate. If the lease is rejected, such rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of filing the petition. As a consequence, the other party or parties to such
lease, such as the mortgagor, as lessor under a lease, would have only an
unsecured claim against the debtor for damages resulting from such breach which
could adversely affect the security for the related mortgage loan. In addition,
pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's damages for
lease rejection in respect of future rent installments are limited to the rent
reserved by the lease, without acceleration, for the greater of one year or 15%
of the remaining term of the lease, but not more than three years.
If a trustee in bankruptcy on behalf of a lessor, or a lessor as
debtor-in-possession, rejects an unexpired lease of real property, the lessee
may treat such lease as terminated by such rejection or, in the alternative,
the lessee may remain in possession of the leasehold for the balance of such
term, and for any renewal or extension of such term that is enforceable by the
lessee under applicable nonbankruptcy law. The Bankruptcy Code provides that if
a lessee elects to remain in possession after such a rejection of a lease, the
lessee may offset any damages occurring after such date caused by the
nonperformance of any obligation of the lessor under the lease after such date
against rents reserved under the lease. To the extent provided in the related
prospectus supplement, the lessee will agree under certain leases to pay all
amounts owing thereunder to the master servicer without offset. To the extent
that such a contractual obligation remains enforceable against the lessee, the
lessee would not be able to avail itself of the rights of offset generally
afforded to lessees of real property under the Bankruptcy Code.
In a bankruptcy or similar proceeding of a mortgagor, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the mortgagor, or made directly by the related lessee, under
the related mortgage loan to the trust fund. Payments on long-term debt may be
protected from recovery as preferences if they are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may
have the power to grant liens senior to the lien of a mortgage, and analogous
state statutes and general principles of equity may also provide a mortgagor
with means to halt a foreclosure proceeding or sale and to force a
restructuring of a mortgage loan on terms a lender would not otherwise
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accept. Moreover, the laws of certain states also give priority to certain tax
liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code,
if the court finds that actions of the mortgagee have been unreasonable, the
lien of the related mortgage may be subordinated to the claims of unsecured
creditors.
Certain of the mortgagors may be partnerships. The laws governing limited
partnerships in certain states provide that the commencement of a case under
the Bankruptcy Code with respect to a general partner will cause a person to
cease to be a general partner of the limited partnership, unless otherwise
provided in writing in the limited partnership agreement. This provision may be
construed as an "ipso facto" clause and, in the event of the general partner's
bankruptcy, may not be enforceable. Certain limited partnership agreements of
the mortgagors may provide that the commencement of a case under the Bankruptcy
Code with respect to the related general partner constitutes an event of
withdrawal (assuming the enforceability of the clause is not challenged in
bankruptcy proceedings or, if challenged, is upheld) that might trigger the
dissolution of the limited partnership, the winding up of its affairs and the
distribution of its assets, unless (i) at the time there was at least one other
general partner and the written provisions of the limited partnership agreement
permit the business of the limited partnership to be carried on by the
remaining general partner and that general partner does so or (ii) the written
provisions of the limited partnership agreement permit the limited partner to
agree within a specified time frame (often 60 days) after such withdrawal to
continue the business of the limited partnership and to the appointment of one
or more general partners and the limited partners do so. In addition, the laws
governing general partnerships in certain states provide that the commencement
of a case under the Bankruptcy Code or state bankruptcy laws with respect to a
general partner of such partnerships triggers the dissolution of such
partnership, the winding up of its affairs and the distribution of its assets.
Such state laws, however, may not be enforceable or effective in a bankruptcy
case. The dissolution of a mortgagor, the winding up of its affairs and the
distribution of its assets could result in an acceleration of its payment
obligation under a related mortgage loan, which may reduce the yield on the
related series of certificates in the same manner as a principal prepayment.
In addition, the bankruptcy of the general partner of a mortgagor that is
a partnership may provide the opportunity for a trustee in bankruptcy for such
general partner, such general partner as a debtor-in-possession, or a creditor
of such general partner to obtain an order from a court consolidating the
assets and liabilities of the general partner with those of the mortgagor
pursuant to the doctrines of substantive consolidation or piercing the
corporate veil. In such a case, the mortgaged property could become property of
the estate of such bankrupt general partner. Not only would the mortgaged
property be available to satisfy the claims of creditors of such general
partner, but an automatic stay would apply to any attempt by the trustee to
exercise remedies with respect to such mortgaged property. However, such an
occurrence should not affect the trustee's status as a secured creditor with
respect to the mortgagor or its security in the mortgaged property.
ENVIRONMENTAL CONSIDERATIONS
General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties
that are or have been used for industrial, manufacturing, military, disposal or
certain commercial activities. Such environmental risks include the possible
diminution of the value of a contaminated property or, as discussed below,
potential liability for clean-up costs or other remedial actions and natural
resource damages that could exceed the value of the property or the amount of
the lender's loan. In certain circumstances, a lender may decide to abandon a
contaminated mortgaged property as collateral for its loan rather than
foreclose and risk liability for such costs.
Superlien Laws. Under certain federal and state laws, contamination on a
property may give rise to a lien on the property for clean-up costs. In several
states, such a lien has priority over all existing liens, including those of
existing mortgages. In these states, the lien of a mortgage may lose its
priority to such a "superlien."
CERCLA. The federal Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended ("CERCLA"), imposes strict liability on
present and past "owners" and "operators"
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of contaminated real property for the costs of clean-up. Excluded from CERCLA's
definition of "owner" or "operator," however, is a lender that, "without
participating in the management" of a facility holds indicia of ownership
primarily to protect his security interest in the facility. This secured
creditor exemption is intended to provide a lender certain protections from
liability under CERCLA as an owner or operator of contaminated property.
However, a secured lender may be liable as an "owner" or "operator" of a
contaminated mortgaged property if agents or employees of the lender are deemed
to have actually participated in the management of such mortgaged property or
the operations of the borrower. Such liability may exist even if the lender did
not cause or contribute to the contamination and regardless of whether the
lender has actually taken possession of a mortgaged property through
foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such
liability, if incurred, would not be limited to, and could substantially
exceed, the original or unamortized principal balance of a loan or to the value
of the property securing a loan.
In addition, lenders may face potential liability for remediation of
releases of petroleum or hazardous wastes from underground storage tanks under
the federal Resource Conservation and Recovery Act ("RCRA"), if they are deemed
to be the "owners" or "operators" of facilities in which they have a security
interest or upon which they have foreclosed.
The federal Asset Conservation, Lender Liability and Deposit Insurance
Protection Act of 1996 (the "Lender Liability Act") seeks to clarify the
actions a lender may take without incurring liability as an "owner" or
"operator" of contaminated property or underground petroleum storage tanks. The
Lender Liability Act amends CERCLA and RCRA to provide guidance on actions that
do or do not constitute "participation in management." However, the protections
afforded by these amendments are subject to terms and conditions that have not
been clarified by the courts. Moreover, the Lender Liability Act does not,
among other things: (1) eliminate potential liability to lenders under CERCLA
or RCRA, (2) necessarily reduce credit risks associated with lending to
borrowers having significant environmental liabilities or potential
liabilities, (3) eliminate environmental risks associated with taking
possession of contaminated property or underground storage tanks or assuming
control of the operations thereof, or (4) necessarily affect liabilities or
potential liabilities under state environmental laws which may impose liability
on "owners or operators" but do not incorporate the secured creditor exemption.
Certain Other State Laws. Many states have statutes similar to CERCLA and
RCRA, and not all of those statutes provide for a secured creditor exemption.
In a few states, transfers of some types of properties are conditioned
upon cleanup of contamination. In these cases, a lender that becomes the owner
of a property through foreclosure, deed in lieu of foreclosure or otherwise,
may be required to enter into an agreement with the state providing for the
cleanup of the contamination before selling or otherwise transferring the
property.
Beyond statute-based environmental liability, there exist common law
causes of action (for example, actions based on nuisance or on toxic tort
resulting in death, personal injury, or damage to property) related to
hazardous environmental conditions on a property. While a party seeking to hold
a lender liable in such cases may face litigation difficulties, unanticipated
or uninsured liabilities of the borrower may jeopardize the borrower's ability
to meet its loan obligations.
Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against other potentially liable parties,
but such parties may be bankrupt or otherwise judgment proof. Accordingly, it
is possible that such costs could become a liability of the trust fund and
occasion a loss to the certificateholders.
To reduce the likelihood of such a loss, unless otherwise specified in the
prospectus supplement, the pooling and servicing agreement will provide that
the master servicer, acting on behalf of the trustee, may not take possession
of a mortgaged property or take over its operation unless the master servicer,
based solely on a report (as to environmental matters) prepared by a person who
regularly conducts environmental site assessments, has made the determination
that it is appropriate to do so, as described under "Description of the Pooling
and Servicing Agreements--Realization upon Defaulted Mortgage Loans."
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If a lender forecloses on a mortgage secured by a property, the operations
of which are subject to environmental laws and regulations, the lender may be
required to operate the property in accordance with those laws and regulations.
Such compliance may entail substantial expense, especially in the case of
industrial or manufacturing properties.
In addition, a lender may be obligated to disclose environmental
conditions on a property to government entities and/or to prospective buyers
(including prospective buyers at a foreclosure sale or following foreclosure).
Such disclosure may result in the imposition of certain investigation or
remediation requirements and/or decrease the amount that prospective buyers are
willing to pay for the affected property, sometimes substantially, and thereby
decrease the ability of the lender to recoup its investment in a loan upon
foreclosure.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE
Certain of the mortgage loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate
the maturity of the loan if the borrower transfers or encumbers the related
mortgaged property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such clauses
in many states. By virtue, however, of the Garn-St. Germain Depository
Institutions Act of 1982 (the "Garn Act"), effective October 15, 1982 (which
purports to preempt state laws that prohibit the enforcement of due-on-sale
clauses by providing, among other matters, that "due-on-sale" clauses in
certain loans made after the effective date of the Garn Act are enforceable,
within certain limitations as set forth in the Garn Act and the regulations
promulgated thereunder), a master servicer may nevertheless have the right to
accelerate the maturity of a mortgage loan that contains a "due-on-sale"
provision upon transfer of an interest in the property, regardless of the
master servicer's ability to demonstrate that a sale threatens its legitimate
security interest.
SUBORDINATE FINANCING
Certain of the mortgage loans may not restrict the ability of the borrower
to use the mortgaged property as security for one or more additional loans.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to additional risk. First, the borrower may have
difficulty servicing and repaying multiple loans. Moreover, if the subordinate
financing permits recourse to the borrower (as is frequently the case) and the
senior loan does not, a borrower may have more incentive to repay sums due on
the subordinate loan. Second, acts of the senior lender that prejudice the
junior lender or impair the junior lender's security may create a superior
equity in favor of the junior lender. For example, if the borrower and the
senior lender agree to an increase in the principal amount of or the interest
rate payable on the senior loan, the senior lender may lose its priority to the
extent any existing junior lender is harmed or the borrower is additionally
burdened. Third, if the borrower defaults on the senior loan and/or any junior
loan or loans, the existence of junior loans and actions taken by junior
lenders can impair the security available to the senior lender and can
interfere with or delay the taking of action by the senior lender. Moreover,
the bankruptcy of a junior lender may operate to stay foreclosure or similar
proceedings by the senior lender.
DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and
in some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect from a borrower
for delinquent payments. Certain states also limit the amounts that a lender
may collect from a borrower as an additional charge if the loan is prepaid. In
addition, the enforceability of provisions that provide for prepayment fees or
penalties upon an involuntary prepayment is unclear under the laws of many
states.
CERTAIN LAWS AND REGULATIONS; TYPES OF MORTGAGED PROPERTIES
The mortgaged properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply (together
with an inability to remedy any such failure) could result in
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material diminution in the value of a mortgaged property which could, together
with the possibility of limited alternative uses for a particular mortgaged
property (e.g., a nursing or convalescent home or hospital), result in a
failure to realize the full principal amount of the related mortgage loan.
Mortgages on properties which are owned by the mortgagor under a condominium
form of ownership are subject to the declaration, by-laws and other rules and
regulations of the condominium association. Mortgaged properties which are
hotels or motels may present additional risk in that hotels and motels are
typically operated pursuant to franchise, management and operating agreements
which may be limited by the operator. In addition, the transferability of the
hotel's liquor and other licenses to an entity acquiring the hotel either
through purchases or foreclosure is subject to the vagaries of local law
requirements. In addition, mortgaged properties which are multifamily
residential properties may be subject to rent control laws, which could impact
the future cash flows of such properties.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply
to certain types of residential (including multifamily) first mortgage loans
originated by certain lenders after March 31, 1980. Title V authorized any
state to reimpose interest rate limits by adopting, before April 1, 1983, a law
or constitutional provision that expressly rejects application of the federal
law.
In addition, even where Title V is not so rejected, any state is
authorized by the law to adopt a provision limiting discount points or other
charges on mortgage loans covered by Title V. Certain states have taken action
to reimpose interest rate limits and/or to limit discount points or other
charges.
No mortgage loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted will (if originated after that rejection or adoption)
be eligible for inclusion in a trust fund unless (i) such mortgage loan
provides for such interest rate, discount points and charges as are permitted
in such state or (ii) such mortgage loan provides that the terms thereof are to
be construed in accordance with the laws of another state under which such
interest rate, discount points and charges would not be usurious and the
borrower's counsel has rendered an opinion that such choice of law provision
would be given effect.
SERVICEMEMBERS CIVIL RELIEF ACT
Under the terms of the Servicemembers Civil Relief Act (the "Relief Act"),
a borrower who enters military service after the origination of such borrower's
mortgage loan (including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan), upon notification by such
borrower, may not be charged interest (including fees and charges) above an
annual rate of 6% during the period of such borrower's active duty status. In
addition to adjusting the interest, the lender must forgive any such interest
in excess of 6%, unless a court or administrative agency orders otherwise upon
application of the lender. The Relief Act applies to individuals who are
members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast
Guard and officers of the U.S. Public Health Service or the National Oceanic
and Atmospheric Administration assigned to duty with the military. Because the
Relief Act applies to individuals who enter military service (including
reservists who are called to active duty) after origination of the related
mortgage loan, no information can be provided as to the number of loans with
individuals as borrowers that may be affected by the Relief Act. Application of
the Relief Act would adversely affect, for an indeterminate period of time, the
ability of any servicer to collect full amounts of interest on certain of the
mortgage loans. Any shortfalls in interest collections resulting from the
application of the Relief Act would result in a reduction of the amounts
distributable to the holders of the related series of certificates, and would
not be covered by advances or, unless otherwise specified in the prospectus
supplement, any form of credit support provided in connection with such
certificates. In addition, the Relief Act imposes limitations that would impair
the ability of the servicer to foreclose on an affected mortgage loan during
the borrower's period of active duty status and, under certain circumstances,
during an additional three-month period thereafter.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations (such
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as hotels, restaurants, shopping centers, hospitals, schools and social service
center establishments) must remove architectural and communication barriers
that are structural in nature from existing places of public accommodation to
the extent "readily achievable." In addition, under the ADA, alterations to a
place of public accommodation or a commercial facility are to be made so that,
to the maximum extent feasible, such altered portions are readily accessible to
and usable by disabled individuals. The "readily achievable" standard takes
into account, among other factors, the financial resources of the affected
site, owner, landlord or other applicable person. The requirements of the ADA
may also be imposed on a foreclosing lender who succeeds to the interest of the
borrower as owner or landlord. Since the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender who is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than
those to which the borrower is subject.
FORFEITURE IN DRUG, RICO AND MONEY LAUNDERING VIOLATIONS
Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States
of America. The offenses which can trigger such a seizure and forfeiture
include, among others, violations of the Racketeer Influenced and Corrupt
Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and
regulations, including the USA Patriot Act of 2001 and the regulations issued
pursuant to that Act, as well as the narcotic drug laws. In many instances, the
United States may seize the property even before a conviction occurs.
In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets
used to purchase or improve the property were derived or before the commission
of any other crime upon which the forfeiture is based, or (2) the lender, at
the time of the execution of the mortgage, "did not know or was reasonably
without cause to believe that the property was subject to forfeiture." However,
there is no assurance that such a defense will be successful.
FEDERAL DEPOSIT INSURANCE ACT; COMMERCIAL MORTGAGE LOAN SERVICING
Under the Federal Deposit Insurance Act, federal bank regulatory
authorities, including the Office of the Comptroller of the Currency (OCC),
have the power to determine if any activity or contractual obligation of a bank
constitutes an unsafe or unsound practice or violates a law, rule or regulation
applicable to such bank. If Wachovia Bank, National Association (Wachovia) or
another bank is a servicer and/or a mortgage loan seller for a series and the
OCC, which has primary regulatory authority over Wachovia and other banks, were
to find that any obligation of Wachovia or such other bank under the related
pooling and servicing agreement or other agreement or any activity of Wachovia
or such other bank constituted an unsafe or unsound practice or violated any
law, rule or regulation applicable to it, the OCC could order Wachovia or such
other bank, among other things, to rescind such contractual obligation or
terminate such activity.
In March 2003, the OCC issued a temporary cease and desist order against a
national bank (which was converted to a consent order in April 2003) asserting
that, contrary to safe and sound banking practices, the bank was receiving
inadequate servicing compensation in connection with several credit card
securitizations sponsored by its affiliates because of the size and
subordination of the contractual servicing fee, and ordered the bank, among
other things, to immediately resign as servicer, to cease all servicing
activity within 120 days and to immediately withhold funds from collections in
an amount sufficient to compensate it for its actual costs and expenses of
servicing (notwithstanding the priority of payments in the related
securitization agreements). Although, at the time the 2003 temporary cease and
desist order was issued, no conservator or receiver had been appointed with
respect to the national bank, the national bank was already under a consent
cease and desist order issued in May 2002 covering numerous matters, including
a directive that the bank develop and submit a plan of disposition providing
for the sale or liquidation of the bank, imposing general prohibitions on the
acceptance of new credit card accounts and deposits in general, and placing
significant restrictions on the bank's transactions with its affiliates.
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While the depositor does not believe that the OCC would consider, with
respect to any series, (i) provisions relating to Wachovia or another bank
acting as a servicer under the related pooling and servicing agreement, (ii)
the payment or amount of the servicing compensation payable to Wachovia or
another bank or (iii) any other obligation of Wachovia or another bank under
the related pooling and servicing agreement or other contractual agreement
under which the depositor may purchase mortgage loans from Wachovia or another
bank, to be unsafe or unsound or violative of any law, rule or regulation
applicable to it, there can be no assurance that the OCC in the future would
not conclude otherwise. If the OCC did reach such a conclusion, and ordered
Wachovia or another bank to rescind or amend any such agreement, payments on
certificates could be delayed or reduced.
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MATERIAL FEDERAL INCOME TAX CONSEQUENCES
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES
GENERAL
The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of offered
certificates. This discussion is directed solely to certificateholders that
hold the certificates as capital assets within the meaning of section 1221 of
the Code and it does not purport to discuss all federal income tax consequences
that may be applicable to particular categories of investors, some of which
(such as banks, insurance companies, foreign investors, tax exempt
organizations, dealers in securities or currencies, mutual funds, real estate
investment trusts, natural persons, cash method taxpayers, S corporations,
estates and trusts, investors that hold the offered certificates as part of a
hedge, straddle or an integrated or conversion transaction, or investors whose
functional currency is not the United States dollar) may be subject to special
rules. Further, the authorities on which this discussion, and the opinion
referred to below, are based are subject to change or differing
interpretations, which could apply retroactively. Taxpayers and preparers of
tax returns (including those filed by any REMIC or other issuer) should be
aware that under applicable Treasury regulations a provider of advice on
specific issues of law is not considered an income tax return preparer unless
the advice is given with respect to the consequences of contemplated actions
and is directly relevant to the determination of an entry on a tax return.
Accordingly, taxpayers should consult their own tax advisors and tax return
preparers regarding the preparation of any item on a tax return, even where the
anticipated tax treatment has been discussed herein. In addition to the federal
income tax consequences described herein, potential investors should consider
the state and local tax consequences, if any, of the purchase, ownership and
disposition of offered certificates. See "State and Other Tax Consequences."
Certificateholders are advised to consult their own tax advisors concerning the
federal, state, local or other tax consequences to them of the purchase,
ownership and disposition of offered certificates.
The following discussion addresses securities of two general types: (i)
REMIC Certificates representing interests in a trust, or a portion thereof,
that the master servicer or the trustee will elect to have treated as a real
estate mortgage investment conduit ("REMIC") under sections 860A through 860G
(the "REMIC Provisions") of the Code and (ii) grantor trust certificates
representing interests in a grantor trust fund as to which no such election
will be made. The prospectus supplement for each series of certificates will
indicate whether a REMIC election (or elections) will be made for the related
trust or applicable portion thereof and, if such an election is to be made,
will identify all "regular interests" and "residual interests" in each REMIC.
For purposes of this tax discussion, references to a "certificateholder" or a
"holder" are to the beneficial owner of a certificate.
The following discussion is limited in applicability to offered
certificates. Moreover, this discussion applies only to the extent that
mortgage assets held by a trust fund consist solely of mortgage loans. To the
extent that other mortgage assets, including REMIC Certificates and mortgage
pass-through certificates, are to be held by a trust, the tax consequences
associated with the inclusion of such assets will be disclosed in the related
prospectus supplement. In addition, if cash flow agreements, other than
guaranteed investment contracts, are included in a trust, the tax consequences
associated with any cash flow agreements also will be disclosed in the related
prospectus supplement. See "Description of the Trust Funds--Cash Flow
Agreements."
Furthermore, the following discussion is based in part upon the rules
governing original issue discount that are set forth in sections 1271-1273 and
1275 of the Code and in the Treasury regulations issued thereunder (the "OID
Regulations"), and in part upon the REMIC Provisions and the Treasury
regulations issued thereunder (the "REMIC Regulations"). The OID Regulations do
not adequately address certain issues relevant to, and in some instances
provide that they are not applicable to, securities such as the certificates.
REMICS
Classification of REMICs. It is the opinion of Cadwalader, Wickersham &
Taft LLP, counsel to the depositor, that upon the issuance of each series of
REMIC Certificates, assuming compliance with all
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provisions of the related pooling and servicing agreement and based upon the
law on the date thereof, for federal income tax purposes the related trust will
qualify as one or more REMICs and the REMIC Certificates offered will be
considered to evidence ownership of "regular interests" ("REMIC Regular
Certificates") or "residual interests" ("REMIC Residual Certificates") under
the REMIC Provisions.
If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for such
year and thereafter. In that event, such entity may be taxable as a corporation
under Treasury regulations, and the related REMIC Certificates may not be
accorded the status or given the tax treatment described below. Although the
Code authorizes the Treasury Department to issue regulations providing relief
in the event of an inadvertent termination of REMIC status, no such regulations
have been issued. Any such relief, moreover, may be accompanied by sanctions,
such as the imposition of a corporate tax on all or a portion of the trust
fund's income for the period during which the requirements for such status are
not satisfied. The pooling and servicing agreement with respect to each REMIC
will include provisions designed to maintain the trust status as a REMIC under
the REMIC Provisions. It is not anticipated that the status of any trust as a
REMIC will be terminated.
Characterization of Investments in REMIC Certificates. In general, with
respect to each series of certificates for which a REMIC election is made,
certificates held by a real estate investment trust will constitute "real
estate assets" within the meaning of section 856(c)(5)(B) of the Code, and each
such series of certificates will constitute assets described in section
7701(a)(19)(C) of the Code in the same proportion that the assets of the REMIC
underlying such certificates would be so treated. However, to the extent that
the REMIC assets constitute mortgages on property not used for residential or
certain other prescribed purposes, the REMIC Certificates will not be treated
as assets qualifying under section 7701(a)(19)(C)(v) of the Code. Moreover, if
95% or more of the assets of the REMIC qualify for any of the foregoing
treatments at all times during a calendar year, the REMIC Certificates will
qualify for the corresponding status in their entirety for that calendar year.
Interest on the REMIC Regular Certificates and income allocated to the class of
REMIC Residual Certificates will be interest described in section 856(c)(3)(B)
of the Code to the extent that such certificates are treated as "real estate
assets" within the meaning of section 856(c)(5)(B) of the Code. In addition,
generally the REMIC Regular Certificates will be "qualified mortgages" within
the meaning of section 860G(a)(3) of the Code. The determination as to the
percentage of the REMIC's assets that constitute assets described in the
foregoing sections of the Code will be made with respect to each calendar
quarter based on the average adjusted basis of each category of the assets held
by the REMIC during such calendar quarter. The servicer or the trustee will
report those determinations to certificateholders in the manner and at the
times required by the applicable Treasury regulations.
The assets of the REMIC will include, in addition to mortgage loans,
payments on mortgage loans held pending distribution on the REMIC Certificates
and property acquired by foreclosure held pending sale, and may include amounts
in reserve accounts. It is unclear whether property acquired by foreclosure
held pending sale and amounts in reserve accounts would be considered to be
part of the mortgage loans, or whether such assets otherwise would receive the
same treatment as the mortgage loans for purposes of all of the foregoing
sections. The related prospectus supplement will describe whether any mortgage
loans included in the trust fund will not be treated as assets described in the
foregoing sections. The REMIC regulations do provide that payments on mortgage
loans held pending distribution are considered part of the mortgage loans.
Tiered REMIC Structures. For certain series of REMIC Certificates, two or
more separate elections may be made to treat designated portions of the related
trust fund as separate or tiered REMICs for federal income tax purposes. Upon
the issuance of any such series of REMIC Certificates, counsel to the depositor
will deliver its opinion generally to the effect that, assuming compliance with
all provisions of the related pooling and servicing agreement, the tiered
REMICs will each qualify as a REMIC and the REMIC Certificates issued by the
tiered REMICs, respectively, will be considered to evidence ownership of REMIC
Regular Certificates or REMIC Residual Certificates in the related REMIC within
the meaning of the REMIC Provisions.
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For purposes of determining whether the REMIC Certificates are "real
estate assets" within the meaning of section 856(c)(5)(B) of the Code, "loans
secured by an interest in real property" under section 7701(a)(19)(C) of the
Code, and whether the income generated by these certificates is interest
described in section 856(c)(3)(B) of the Code, the tiered REMICs will be
treated as one REMIC.
TAXATION OF OWNERS OF REMIC REGULAR CERTIFICATES
General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt
instruments issued by the REMIC and not as ownership interests in the REMIC or
its assets. Moreover, holders of REMIC Regular Certificates that otherwise
report income under a cash method of accounting will be required to report
income with respect to REMIC Regular Certificates under an accrual method.
Original Issue Discount. Certain REMIC Regular Certificates may be issued
with "original issue discount" within the meaning of section 1273(a) of the
Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in
income as it accrues, in accordance with the method described below, in advance
of the receipt of the cash attributable to such income. In addition, section
1272(a)(6) of the Code provides special rules applicable to REMIC Regular
Certificates and certain other debt instruments issued with original issue
discount. Final regulations have not been issued under that section.
The Code requires that a prepayment assumption be used with respect to
mortgage loans held by a REMIC in computing the accrual of original issue
discount on REMIC Regular Certificates issued by that REMIC, and that
adjustments be made in the amount and rate of accrual of such discount to
reflect differences between the actual prepayment rate and the prepayment
assumption. The prepayment assumption is to be determined in a manner
prescribed in Treasury regulations; as noted above, those regulations have not
been issued. The conference committee report accompanying the Tax Reform Act of
1986 indicates that the regulations will provide that the prepayment assumption
used with respect to a REMIC Regular Certificate must be the same as that used
in pricing the initial offering. The prepayment assumption used in reporting
original issue discount for each series of REMIC Regular Certificates will be
consistent with this standard and will be disclosed in the related prospectus
supplement. However, neither the depositor nor any other person will make any
representation that the mortgage loans will in fact prepay at a rate conforming
to the prepayment assumption or at any other rate.
The original issue discount, if any, on a REMIC Regular Certificate will
be the excess of its stated redemption price at maturity over its issue price.
The issue price of a particular class of REMIC Regular Certificates will be the
first cash price at which a substantial amount of REMIC Regular Certificates of
that class is sold (excluding sales to bond houses, brokers and underwriters).
If less than a substantial amount of a particular class of REMIC Regular
Certificates is sold for cash on or prior to the date of their initial
issuance, the issue price will be the fair market value on the issuance date.
Under the OID Regulations, the stated redemption price of a REMIC Regular
Certificate is equal to the total of all payments to be made on such
certificate other than "qualified stated interest." "Qualified stated interest"
includes interest payable unconditionally at least annually at a single fixed
rate, at a "qualified floating rate," or at an "objective rate," or a
combination of a single fixed rate and one or more "qualified floating rates,"
or one "qualified inverse floating rates," or a combination of "qualified
floating rates" that does not operate in a manner that accelerates or defers
interest payments on such REMIC Regular Certificates.
It is not entirely clear under the Code that interest paid to the REMIC
Regular Certificates that are subject to early termination through prepayments
and that have limited enforcement rights should be considered "qualified stated
interest". However, unless disclosed otherwise in the prospectus supplement,
the trust fund intends to treat stated interest as "qualified stated interest"
for determining if, and to what extent, the REMIC Regular Certificates have
been issued with original issue discount. Nevertheless, holders of the REMIC
Regular Certificates should consult their own tax advisors with respect to
whether interest in the REMIC Regular Certificates qualifies as "qualified
stated interest" under the Code.
In the case of REMIC Regular Certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion thereof will vary according to the characteristics of
such REMIC Regular Certificates. If the original issue discount rules apply to
such
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certificates, the related prospectus supplement will describe the manner in
which these rules will be applied in preparing information returns to the
certificateholders and the Internal Revenue Service (the "IRS").
In addition, if the accrued interest to be paid on the first distribution
date is computed with respect to a period that begins prior to the issuance of
the certificates, a portion of the purchase price paid for a REMIC Regular
Certificate will reflect accrued interest. The OID Regulations state that all
or some portion of such accrued interest may be treated as a separate asset the
cost of which is recovered entirely out of interest paid on the first
distribution date. It is unclear how an election to do so would be made under
the OID Regulations and whether such an election could be made unilaterally by
a certificateholder.
Notwithstanding the general definition of original issue discount,
original issue discount on a REMIC Regular Certificate will be considered to be
de minimis if it is less than 0.25% of the stated redemption price of the REMIC
Regular Certificate multiplied by its weighted average life. For this purpose,
the weighted average life of the REMIC Regular Certificate is computed as the
sum of the amounts determined, as to each payment included in the stated
redemption price of such REMIC Regular Certificate, by multiplying the number
of complete years, rounding down for partial years, from the issue date until
any payment is expected to be made (taking into account the prepayment
assumption) by a fraction, the numerator of which is the amount of the payment,
and the denominator of which is the stated redemption price at maturity. Under
the OID Regulations, original issue discount of only a de minimis amount will
be included in income as each payment of stated principal is made, based on the
product of the total amount of such de minimis original issue discount and a
fraction, the numerator of which is the amount of such principal payment and
the denominator of which is the outstanding stated principal amount of the
REMIC Regular Certificate. The OID Regulations also would permit a
certificateholder to elect to accrue de minimis original issue discount into
income currently based on a constant yield method. See "--Taxation of Owners of
REMIC Regular Certificates--Market Discount" for a description of such election
under the OID Regulations.
If original issue discount on a REMIC Regular Certificate is in excess of
a de minimis amount, the holder of such certificate must include in ordinary
gross income the sum of the "daily portions" of original issue discount for
each day during its taxable year on which it held such REMIC Regular
Certificate, including the purchase date but excluding the disposition date. In
the case of an original holder of a REMIC Regular Certificate, the daily
portions of original issue discount will be determined as follows.
As to each "accrual period," that is, each period that ends on a date that
corresponds to a distribution date and begins on the first day following the
immediately preceding accrual period, a calculation will be made of the portion
of the original issue discount that accrued during such accrual period. The
portion of original issue discount that accrues in any accrual period will
equal the excess, if any, of (i) the sum of (a) the present value, as of the
end of the accrual period, of all of the distributions remaining to be made on
the REMIC Regular Certificate, if any, in future periods and (b) the
distributions made on such REMIC Regular Certificate during the accrual period
of amounts included in the stated redemption price, over (ii) the adjusted
issue price of the REMIC Regular Certificate at the beginning of the accrual
period. The present value of the remaining distributions referred to in the
preceding sentence will be calculated assuming that distributions on the REMIC
Regular Certificate will be received in future periods based on the mortgage
loans being prepaid at a rate equal to the prepayment assumption and using a
discount rate equal to the original yield to maturity of the certificate. For
these purposes, the original yield to maturity of the certificate will be
calculated based on its issue price and assuming that distributions on the
certificate will be made in all accrual periods based on the mortgage loans
being prepaid at a rate equal to the prepayment assumption. The adjusted issue
price of a REMIC Regular Certificate at the beginning of any accrual period
will equal the issue price of such certificate, increased by the aggregate
amount of original issue discount that accrued with respect to such certificate
in prior accrual periods, and reduced by the amount of any distributions made
on such REMIC Regular Certificate in prior accrual periods of amounts included
in the stated redemption price. The original issue discount accruing during any
accrual period, computed as described above, will be allocated ratably to each
day during the accrual period to determine the daily portion of original issue
discount for such day.
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The Treasury Department proposed regulations on August 24, 2004 that
create a special rule for accruing original issue discount on REMIC Regular
Certificates providing for a delay between record and payment dates, such that
the period over which original issue discount accrues coincides with the period
over which the certificateholder's right to interest payment accrues under the
governing contract provisions rather than over the period between distribution
dates. If the proposed regulations are adopted in the same form as proposed,
certificateholders would be required to accrue interest from the issue date to
the first record date, but would not be required to accrue interest after the
last record date. The proposed regulations are limited to REMIC Regular
Certificates with delayed payment for periods of fewer than 32 days. The
proposed regulations are proposed to apply to any REMIC Regular Certificate
issued after the date the final regulations are published in the Federal
Register.
A subsequent purchaser of a REMIC Regular Certificate that purchases such
certificate at a cost (excluding any portion of such cost attributable to
accrued qualified stated interest) less than its remaining stated redemption
price will also be required to include in gross income the daily portions of
any original issue discount with respect to such certificate. However, each
such daily portion will be reduced, if such cost is in excess of its "adjusted
issue price," in proportion to the ratio such excess bears to the aggregate
original issue discount remaining to be accrued on such REMIC Regular
Certificate. The adjusted issue price of a REMIC Regular Certificate on any
given day equals the sum of (i) the adjusted issue price (or, in the case of
the first accrual period, the issue price) of the certificate at the beginning
of the accrual period, including the first day and (ii) the daily portions of
original issue discount for all days during the related accrual period up to
the day of determination.
Market Discount. A certificateholder that purchases a REMIC Regular
Certificate at a market discount, that is, in the case of a REMIC Regular
Certificate issued without original issue discount, at a purchase price less
than its remaining stated principal amount, or in the case of a REMIC Regular
Certificate issued with original issue discount, at a purchase price less than
its adjusted issue price, will recognize gain upon receipt of each distribution
representing stated redemption price. In particular, under section 1276 of the
Code such a certificateholder generally will be required to allocate the
portion of each such distribution representing stated redemption price first to
accrued market discount not previously included in income, and to recognize
ordinary income to that extent. A certificateholder may elect to include market
discount in income currently as it accrues rather than including it on a
deferred basis in accordance with the foregoing. If the election is made, it
will apply to all market discount bonds acquired by such certificateholder on
or after the first day of the taxable year to which the election applies. In
addition, the OID Regulations permit a certificateholder to elect to accrue all
interest, discount and premium in income as interest, based on a constant yield
method. If such an election were made with respect to a REMIC Regular
Certificate with market discount, the certificateholder would be deemed to have
made an election to currently include market discount in income with respect to
all other debt instruments having market discount that such certificateholder
acquires during the taxable year of the election or thereafter, and possibly
previously acquired instruments. Similarly, a certificateholder that made this
election for a certificate that is acquired at a premium would be deemed to
have made an election to amortize bond premium with respect to all debt
instruments having amortizable bond premium that such certificateholder owns or
acquires. See "--Taxation of Owners of REMIC Regular Certificates--Premium."
Each of these elections to accrue interest, discount and premium with respect
to a certificate on a constant yield method or as interest would be
irrevocable.
Market discount with respect to a REMIC Regular Certificate will be
considered to be de minimis for purposes of section 1276 of the Code if such
market discount is less than 0.25% of the remaining stated redemption price of
such REMIC Regular Certificate multiplied by the number of full years to
maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the OID Regulations refer to the weighted average maturity of
obligations, and it is likely that the same rule will be applied with respect
to market discount, presumably taking into account the prepayment assumption.
If market discount is treated as de minimis under this rule, it appears that
the actual discount would be treated in a manner similar to original issue
discount of a de minimis amount. See "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount." Such treatment would result in discount
being included in income at a slower rate than discount would be required to be
included in income using the method described above.
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Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than
one installment. Until regulations are issued, the rules described in the
committee report accompanying the Tax Reform Act of 1986 apply. That committee
report indicates that REMIC Regular Certificates should accrue market discount
either:
o on the basis of a constant yield method;
o in the case of a REMIC Regular Certificate issued without original
issue discount, in an amount that bears the same ratio to the total
remaining market discount as the stated interest paid during the accrual
period bears to the total amount of stated interest remaining to be paid
as of the beginning of the accrual period; or
o in the case of a REMIC Regular Certificate issued with original issue
discount, in an amount that bears the same ratio to the total remaining
market discount as the original issue discount accrued in the accrual
period bears to the total original issue discount remaining on the REMIC
Regular Certificate at the beginning of the accrual period.
Furthermore, the prepayment assumption used in calculating the accrual of
original issue discount is also used in calculating the accrual of market
discount. Because the regulations referred to in this paragraph have not been
issued, it is not possible to predict what effect such regulations might have
on the tax treatment of a REMIC Regular Certificate purchased at a discount in
the secondary market.
To the extent that REMIC Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which such discount would accrue if it
were original issue discount. Moreover, in any event a holder of a REMIC
Regular Certificate generally will be required to treat a portion of any gain
on the sale or exchange of such certificate as ordinary income to the extent of
the market discount accrued to the date of disposition under one of the
foregoing methods, less any accrued market discount previously reported as
ordinary income.
Further, under section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.
Premium. A REMIC Regular Certificate purchased at a cost (excluding
accrued qualified stated interest) greater than its remaining stated redemption
price will be considered to be purchased at a premium. The holder of such a
REMIC Regular Certificate may elect under section 171 of the Code to amortize
such premium against qualified stated interest under the constant yield method
over the life of the certificate. If made, such an election will apply to all
debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. Amortizable premium will be treated as an offset to
interest income on the related debt instrument, rather than as a separate
interest deduction. The OID Regulations also permit certificateholders to elect
to include all interest, discount and premium in income based on a constant
yield method, further treating the certificateholder as having made the
election to amortize premium generally. See "--Taxation of Owners of REMIC
Regular Certificates--Market Discount." The committee report accompanying the
Tax Reform Act of 1986 states that the same rules that apply to accrual of
market discount will also apply in amortizing bond premium under section 171 of
the Code.
Realized Losses. Under section 166 of the Code, both noncorporate holders
of the REMIC Regular Certificates that acquire such certificates in connection
with a trade or business and corporate holders of the REMIC Regular
Certificates should be allowed to deduct, as ordinary losses, any losses
sustained during a taxable year in which their certificates become wholly or
partially worthless as the result of one
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or more realized losses on the residential loans. However, it appears that a
noncorporate holder that does not acquire a REMIC Regular Certificate in
connection with a trade or business will not be entitled to deduct a loss under
section 166 of the Code until such holder's certificate becomes wholly
worthless and that the loss will be characterized as a short-term capital loss.
Losses sustained on the mortgage loans may be "events which have occurred
before the close of the accrued period" that can be taken into account under
Code section 1272(a)(6) for purposes of determining the amount of OID that
accrues on a certificate.
The holder of a REMIC Regular Certificate eventually will recognize a loss
or reduction in income attributable to previously accrued and included income
that as the result of a realized loss ultimately will not be realized, but the
law is unclear with respect to the timing and character of such loss or
reduction in income.
Sales of REMIC Regular Certificates. If a REMIC Regular Certificate is
sold, the selling certificateholder will recognize gain or loss equal to the
difference between the amount realized on the sale and its adjusted basis in
the REMIC Regular Certificate. The adjusted basis of a REMIC Regular
Certificate generally will equal the cost of such REMIC Regular Certificate to
such certificateholder, increased by income reported by such certificateholder
with respect to such REMIC Regular Certificate, including original issue
discount and market discount income, and reduced (but not below zero) by
distributions on such REMIC Regular Certificate received by such
certificateholder and by any amortized premium. Except as provided in the
following two paragraphs, any such gain or loss will be capital gain or loss,
provided such REMIC Regular Certificate is held as a capital asset within the
meaning of section 1221 of the Code.
Gain from the sale of a REMIC Regular Certificate that might otherwise be
capital gain will be treated as ordinary income to the extent such gain does
not exceed the excess, if any, of:
o the amount that would have been includible in the seller's income with
respect to such REMIC Regular Certificate assuming that income had
accrued thereon at a rate equal to 110% of the "applicable Federal rate"
determined as of the date of purchase of such REMIC Regular Certificate,
over
o the amount of ordinary income actually includible in the seller's
income prior to such sale.
In addition, gain recognized on the sale of a REMIC Regular Certificate by
a seller who purchased such REMIC Regular Certificate at a market discount will
be taxable as ordinary income in an amount not exceeding the portion of such
discount that accrued during the period such REMIC Regular Certificate was held
by such holder, reduced by any market discount included in income under the
rules described above under "--Taxation of Owners of REMIC Regular
Certificates--Market Discount" and "--Premium."
REMIC Regular Certificates will be "evidences of indebtedness" within the
meaning of section 582(c)(1) of the Code, so that gain or loss recognized from
the sale of a REMIC Regular Certificate by a bank or thrift institution to
which such section applies will be ordinary income or loss.
A portion of any gain from the sale of a REMIC Regular Certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that such certificate is held as part of a "conversion transaction" within the
meaning of section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in the same or similar
property that reduce or eliminate market risk and substantially all of the
taxpayer's return is attributable to the time value of money. The amount of
gain so realized in a conversion transaction that is recharacterized as
ordinary income generally will not exceed the amount of interest that would
have accrued on the taxpayer's net investment at 120% of the appropriate
"applicable Federal rate" at the time the taxpayer enters into the conversion
transaction, subject to appropriate reduction for prior inclusion of interest
and other ordinary income items from the transaction.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for the taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.
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Foreign Investors in REMIC Regular Certificates. A REMIC Regular
Certificateholder that is not a U.S. Person (defined below) and is not subject
to federal income tax as a result of any direct or indirect connection to the
United States in addition to its ownership of a REMIC Regular Certificate will
not, unless otherwise stated in the related prospectus supplement, be subject
to United States federal income or withholding tax in respect of a distribution
on a REMIC Regular Certificate, provided that the holder provides appropriate
documentation. The appropriate documentation includes Form W-8BEN, if the
non-U.S. Person is a corporation or individual eligible for the benefits of the
portfolio interest exemption or an exemption based on a treaty; Form W-8ECI if
the non-U.S. Person is eligible for an exemption on the basis of its income
from the REMIC Regular Certificate being effectively connected to a United
States trade or business; Form W-8BEN or Form W-8IMY if the non-U.S. Person is
a trust, depending on whether such trust is classified as the beneficial owner
of the REMIC Regular Certificate; and Form W-8IMY, with supporting
documentation as specified in the Treasury Regulations, required to
substantiate exemptions from withholding on behalf of its partners, if the
non-U.S. Person is a partnership. An intermediary (other than a partnership)
must provide Form W-8IMY, revealing all required information, including its
name, address, taxpayer identification number, the country under the laws of
which it is created, and certification that it is not acting for its own
account. A "qualified intermediary" must certify that it has provided, or will
provide, a withholding statement as required under Treasury Regulations Section
1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on
its Form W-8IMY, and may certify its account holders' status without including
each beneficial owner's certification. A non-"qualified intermediary" must
additionally certify that it has provided, or will provide, a withholding
statement that is associated with the appropriate Forms W-8 and W-9 required to
substantiate exemptions from withholding on behalf of its beneficial owners.
The term "intermediary" means a person acting as a custodian, a broker, nominee
or otherwise as an agent for the beneficial owner of a REMIC Regular
Certificate. A "qualified intermediary" is generally a foreign financial
institution or clearing organization or a non-U.S. branch or office of a U.S.
financial institution or clearing organization that is a party to a withholding
agreement with the IRS. For these purposes, "U.S. Person" means:
o a citizen or resident of the United States;
o a corporation or partnership (or other entity treated as a corporation
or a partnership for United States Federal income tax purposes) created
or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia (unless, in the case of a
partnership, Treasury regulations are enacted that provide otherwise);
o an estate whose income is includible in gross income for United States
federal income tax purposes regardless of its source; and
o a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United
States persons have the authority to control all substantial decisions
of the trust.
It is possible that the IRS may assert that the foregoing tax exemption
should not apply with respect to interest distributed on a REMIC Regular
Certificate that is held by:
o a REMIC Residual Certificateholder that owns directly or indirectly a
10% or greater interest in the REMIC Residual Certificates; or
o to the extent of the amount of interest paid by the related mortgagor
on a particular mortgage loan, a REMIC Regular Certificateholder that
owns a 10% or greater ownership interest in such mortgagor or a
controlled foreign corporation of which such mortgagor is a "United
States shareholder" within the meaning of section 951(b) of the Code.
If the holder does not qualify for exemption, distributions of interest,
including distributions in respect of accrued original issue discount, to such
holder may be subject to a tax rate of 30%, subject to reduction under any
applicable tax treaty. In addition, the foregoing rules will not apply to
exempt a United States shareholder of a controlled foreign corporation from
taxation on such United States shareholder's allocable portion of the interest
income received by such controlled foreign corporation. Further, it appears
that a REMIC Regular Certificate would not be included in the estate of a
nonresident alien individual and would not be subject to United States estate
taxes. However, certificateholders who
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are non-resident alien individuals should consult their tax advisors concerning
this question. Transfers of REMIC Residual Certificates to investors that are
not U.S. Persons will be prohibited under the related pooling and servicing
agreement.
TAXATION OF OWNERS OF REMIC RESIDUAL CERTIFICATES
General. As residual interests, the REMIC Residual Certificates will be
subject to tax rules that differ significantly from those that would apply if
the REMIC Residual Certificates were treated for federal income tax purposes as
direct ownership interests in the mortgage loans included in a trust fund or as
debt instruments issued by the REMIC.
An original holder of a REMIC Residual Certificate generally will be
required to report its daily portion of the taxable income or, subject to the
limitations noted in this discussion, the net loss of the REMIC for each day
during a calendar quarter that such holder owned such REMIC Residual
Certificate. For this purpose, the taxable income or net loss of the REMIC will
be allocated to each day in the calendar quarter ratably using a "30 days per
month/90 days per quarter/360 days per year" convention unless the related
prospectus supplement states otherwise. The daily amounts so allocated will
then be allocated among the REMIC Residual Certificateholders in proportion to
their respective ownership interests on such day. Any amount included in the
gross income or allowed as a loss of any REMIC Residual Certificateholder by
virtue of this paragraph will be treated as ordinary income or loss. The
taxable income of the REMIC will be determined under the rules described below
in "--Taxable Income of the REMIC" and will be taxable to the REMIC Residual
Certificateholders without regard to the timing or amount of cash distributions
by the REMIC. Ordinary income derived from REMIC Residual Certificates will be
"portfolio income" for purposes of the taxation of taxpayers subject to
limitations under section 469 of the Code on the deductibility of "passive
losses."
A holder of a REMIC Residual Certificate that purchased such certificate
from a prior holder of such certificate also will be required to report on its
federal income tax return amounts representing its daily share of the taxable
income or loss of the REMIC for each day that it holds such REMIC Residual
Certificate. Those daily amounts generally will equal the amounts of taxable
income or net loss determined as described above. The Committee Report
indicates that certain modifications of the general rules may be made, by
regulations, legislation or otherwise, to reduce or increase the income of a
REMIC Residual Certificateholder that purchased such REMIC Residual Certificate
from a prior holder of such certificate at a price greater than (or less than)
the adjusted basis, such REMIC Residual Certificate would have had in the hands
of an original holder of such certificate. The REMIC Regulations, however, do
not provide for any such modifications.
The amount of income REMIC Residual Certificateholders will be required to
report (or the tax liability associated with such income) may exceed the amount
of cash distributions received from the REMIC for the corresponding period.
Consequently, REMIC Residual Certificateholders should have other sources of
funds sufficient to pay any federal income taxes due as a result of their
ownership of REMIC Residual Certificates or unrelated deductions against which
income may be offset, subject to the rules relating to "excess inclusions,"
residual interests without "significant value" and "noneconomic" residual
interests discussed below. The fact that the tax liability associated with the
income allocated to REMIC Residual Certificateholders may exceed the cash
distributions received by such REMIC Residual Certificateholders for the
corresponding period may significantly adversely affect such REMIC Residual
Certificateholders' after-tax rate of return.
On May 11, 2004 the Treasury Department published final Treasury
regulations (the "Inducement Fee Regulations") under sections 446(b), 860C, and
863(a) of the Code relating to the proper method of accounting for, and source
of income from, fees ("inducement fees") received by taxpayers to induce the
acquisition of "noneconomic" REMIC Residual Certificates. These regulations
apply to taxpayers who receive inducement fees in connection with becoming the
holder of a noneconomic REMIC Residual Certificate for taxable years ending on
or after May 11, 2004.
Proposed Treasury regulation section 1.863-1(e) provides that an
inducement fee is treated as U.S. source income. Proposed Treasury regulation
section 1.446-6(c) sets forth a general rule (the "General Rule") which
provides that a taxpayer must recognize in income an inducement fee received
for acquiring
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a noneconomic REMIC Residual Certificate "over the remaining expected life of
the applicable REMIC in a manner that reasonably reflects the after-tax costs
and benefits of holding that noneconomic residual interest."
Under the Inducement Fee Regulations, a taxpayer is generally permitted to
adopt an accounting method for the recognition of inducement fees that meets
the General Rule described above. The Proposed Treasury regulations state,
however, that the treatment of inducement fees received on noneconomic REMIC
Residual Certificates constitutes a method of accounting for purposes of
Internal Revenue Code sections 446 and 481. Thus, under the Inducement Fee
Regulations, once an accounting method is adopted it must be consistently
applied to all inducement fees received by the taxpayer in respect of
noneconomic REMIC Residual Certificates, and may not be changed without the
consent of the Commissioner, pursuant to section 446(e) of the Code and the
Treasury regulations and other procedures thereunder.
The Inducement Fee Regulations set forth two alternative safe harbor
methods of accounting for meeting the General Rule described above. The
Commissioner is authorized to provide additional safe harbor methods by revenue
ruling or revenue procedure.
Under one safe harbor method of accounting set forth in the Inducement Fee
Regulations (the "Book Method"), a taxpayer includes an inducement fee in
income in accordance with the same accounting method and time period used by
the taxpayer for financial reporting purposes, provided that the period over
which such inducement fee is included in income is not less than the period the
related REMIC is expected to generate taxable income.
Under the second safe harbor accounting method (the "Modified REMIC
Regulatory Method"), a taxpayer recognizes inducement fee income ratably over
the remaining anticipated weighted average life of the REMIC. For this purpose,
the REMIC's remaining anticipated weighted average life is determined as of the
date of acquisition of the noneconomic REMIC Residual Certificate using the
methodology provided in current Treasury regulation section 1.860E-1(a)(3)(iv).
The Inducement Fee Regulations also provide that upon a sale or other
disposition of a noneconomic REMIC Residual Certificate (other than in a
transaction to which section 381(c)(4) of the Code applies) the holder must
include currently in income the balance of any previously unrecognized
inducement fee amounts attributable to such residual interest.
Holders of REMIC Residual Certificates should consult their tax advisors
concerning the treatment of such inducement fee payments for income tax
purposes.
Taxable Income of the REMIC. The taxable income of the REMIC will equal
the income from the mortgage loans and other assets of the REMIC plus any
cancellation of indebtedness income due to the allocation of realized losses to
REMIC Regular Certificates, less the deductions allowed to the REMIC for
interest on the REMIC Regular Certificates, amortization of any premium on the
mortgage loans, bad debt losses with respect to the mortgage loans and, except
as described below, for servicing, administrative and other expenses.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC Certificates (or, if a class of REMIC Certificates is not sold
initially, fair market value). Such aggregate basis will be allocated among the
mortgage loans and the other assets of the REMIC in proportion to their
respective fair market values. The issue price of any REMIC Certificates
offered by this prospectus and the related prospectus supplement will be
determined in the manner described above under "--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount." If one or more classes of REMIC
Certificates are retained initially rather than sold, the master servicer or
the trustee may be required to estimate the fair market value of the REMIC's
interests in its mortgage loans and other property in order to determine the
basis to the REMIC of the mortgage loans and other property held by such REMIC.
Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income with respect to mortgage loans that it holds will be equivalent to the
method for accruing original issue discount income for holders of REMIC
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Regular Certificates. However, a REMIC that acquires loans at a market discount
must include such market discount in income currently, as it accrues, on a
constant interest basis. See "--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method for accruing such discount income
that is analogous to that required to be used by a REMIC as to mortgage loans
with market discount that it holds.
A mortgage loan will be deemed to have been acquired with discount (or
premium) if the REMIC's basis in that mortgage loan is less than (or greater
than) its stated redemption price. Any such discount will be includible in the
income of the REMIC as it accrues, under a method similar to the method
described above for accruing original issue discount on the REMIC Regular
Certificates. It is anticipated that each REMIC will elect under section 171 of
the Code to amortize any premium on the mortgage loans. Premium on any mortgage
loan to which such election applies may be amortized under a constant yield
method, presumably taking into account a prepayment assumption. However, this
election would not apply to any mortgage loan originated on or before September
27, 1985. Instead, premium on such a mortgage loan should be allocated among
the principal payments thereon and be deductible by the REMIC as those payments
become due or upon the prepayment of such mortgage loan.
A REMIC will be allowed deductions for interest on the REMIC Regular
Certificates equal to the deductions that would be allowed if the REMIC Regular
Certificates were indebtedness of the REMIC. Original issue discount will be
considered to accrue for this purpose as described above under "--Taxation of
Owners of REMIC Regular Certificate--Original Issue Discount," except that the
de minimis rule and the adjustments for subsequent holders of REMIC Regular
Certificates described therein will not apply.
If a class of REMIC Regular Certificates is issued at a price in excess of
the stated redemption price of such class, the net amount of interest
deductions that are allowed the REMIC in each taxable year with respect to the
REMIC Regular Certificates of such class will be reduced by an amount equal to
the portion of the premium that is considered to be amortized or repaid in that
year. Although the matter is not entirely certain, it is likely that Issue
Premium would be amortized under a constant yield method in a manner analogous
to the method of accruing original issue discount described above under
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount."
As a general rule, the taxable income of a REMIC will be determined in the
same manner as if the REMIC were an individual having the calendar year as its
taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions Tax and Other Taxes" below.
The limitation on miscellaneous itemized deductions imposed on individuals by
section 67 of the Code will not be applied at the REMIC level so that the REMIC
will be allowed deductions for servicing, administrative and other non-interest
expenses in determining its taxable income. All such expenses will be allocated
as a separate item to the holders of REMIC Certificates, subject to the
limitation of section 67 of the Code. See "--Possible Pass-Through of
Miscellaneous Itemized Deductions." If the deductions allowed to the REMIC
exceed its gross income for a calendar quarter, such excess will be the net
loss for the REMIC for that calendar quarter.
Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for such REMIC Residual
Certificate, increased by amounts included in the income of the REMIC Residual
Certificateholder and decreased (but not below zero) by distributions made, and
by net losses allocated, to such REMIC Residual Certificateholder.
A REMIC Residual Certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent such net loss exceeds such
REMIC Residual Certificateholder's adjusted basis in its REMIC Residual
Certificate as of the close of such calendar quarter. Any loss that is not
currently deductible by reason of this limitation may be carried forward
indefinitely to future calendar quarters and, subject to the same limitation,
may be used only to offset income from the REMIC Residual Certificate. The
ability of REMIC Residual Certificateholders to deduct net losses may be
subject to additional limitations under the Code, as to which REMIC Residual
Certificateholders should consult their tax advisors.
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Any distribution on a REMIC Residual Certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated
as gain from the sale of such REMIC Residual Certificate. Holders of certain
REMIC Residual Certificates may be entitled to distributions early in the term
of the related REMIC under circumstances in which their bases in such REMIC
Residual Certificates will not be sufficiently large that such distributions
will be treated as nontaxable returns of capital. Their bases in such REMIC
Residual Certificates will initially equal the amount paid for such REMIC
Residual Certificates and will be increased by their allocable shares of
taxable income of the trust fund. However, such bases increases may not occur
until the end of the calendar quarter, or perhaps the end of the calendar year,
with respect to which such REMIC taxable income is allocated to the REMIC
Residual Certificateholders. To the extent such REMIC Residual
Certificateholders' initial bases are less than the distributions to such REMIC
Residual Certificateholders, and increases in such initial bases either occur
after such distributions or are less than the amount of such distributions,
gain will be recognized to such REMIC Residual Certificateholders on such
distributions and will be treated as gain from the sale of their REMIC Residual
Certificates.
The effect of these rules is that a REMIC Residual Certificateholder may
not amortize its basis in a REMIC Residual Certificate, but may only recover
its basis through distributions, through the deduction of any net losses of the
REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC
Residual Certificates." For a discussion of possible modifications of these
rules that may require adjustments to income of a holder of a REMIC Residual
Certificate other than an original holder in order to reflect any difference
between the cost of such REMIC Residual Certificate to such REMIC Residual
Certificateholder and the adjusted basis such REMIC Residual Certificate would
have in the hands of an original holder, see "--Taxation of Owners of REMIC
Residual Certificates--General."
Excess Inclusions. Any "excess inclusions" with respect to a REMIC
Residual Certificate will be subject to federal income tax in all events.
In general, the "excess inclusions" with respect to a REMIC Residual
Certificate for any calendar quarter will be the excess, if any, of:
o the sum of the daily portions of REMIC taxable income allocable to such
REMIC Residual Certificate; over
o the sum of the "daily accruals" for each day during such quarter that
such REMIC Residual Certificate was held by such REMIC Residual
Certificateholder.
The daily accruals of a REMIC Residual Certificateholder will be
determined by allocating to each day during a calendar quarter its ratable
portion of the product of the "adjusted issue price" of the REMIC Residual
Certificate at the beginning of the calendar quarter and 120% of the "long-term
Federal rate" in effect on the date the certificates were issued. For this
purpose, the adjusted issue price of a REMIC Residual Certificate as of the
beginning of any calendar quarter will be equal to the issue price of the REMIC
Residual Certificate, increased by the sum of the daily accruals for all prior
quarters and decreased (but not below zero) by any distributions made with
respect to such REMIC Residual Certificate before the beginning of such
quarter. The issue price of a REMIC Residual Certificate is the initial
offering price to the public (excluding bond houses and brokers) at which a
substantial amount of the REMIC Residual Certificates were sold. The "long-term
Federal rate" is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by
the IRS.
For REMIC Residual Certificateholders, an excess inclusion:
o will not be permitted to be offset by deductions, losses or loss
carryovers from other activities;
o will be treated as "unrelated business taxable income" to an otherwise
tax-exempt organization; and
o will not be eligible for any rate reduction or exemption under any tax
treaty with respect to the 30% United States withholding tax imposed on
distributions to foreign investors. See, however, "--Foreign Investors
in REMIC Residual Certificates" below.
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In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income, excluding any net capital gain, will be
allocated among the shareholders of such trust in proportion to the dividends
received by such shareholders from such trust, and any amount so allocated will
be treated as an excess inclusion with respect to a REMIC Residual Certificate
as if held directly by such shareholder. The Treasury could issue regulations
which apply a similar rule to regulated investment companies, common trust
funds and certain cooperatives. The REMIC Regulations currently do not address
this subject.
In addition, there are three rules for determining the effect of excess
inclusions on the alternative minimum taxable income of a REMIC Residual
Certificateholder. First, alternative minimum taxable income for a REMIC
Residual Certificateholder is determined without regard to the special rule
discussed above, that taxable income cannot be less than excess inclusions.
Second, a REMIC Residual Certificateholder's alternative minimum taxable income
for a taxable year cannot be less than the excess inclusions for the year.
Third, the amount of any alternative minimum tax net operating loss deduction
must be computed without regard to any excess inclusions.
Noneconomic REMIC Residual Certificates. Under the REMIC regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was
to enable the transferor to impede the assessment or collection of tax". If
such transfer is disregarded, the purported transferor will continue to remain
liable for any taxes due with respect to the income on such "noneconomic" REMIC
Residual Certificate. The REMIC regulations provide that a REMIC Residual
Certificate is noneconomic unless, based on the prepayment assumptions and on
any required or permitted cleanup calls, or required liquidation provisions,
the present value of the expected future distributions discounted at the
"applicable Federal rate" on the REMIC Residual Certificate equals at least the
present value of the expected tax on the anticipated excess inclusions and the
transferor reasonably expects that the transferee will receive distributions
with respect to the REMIC Residual Certificate at or after the time the taxes
accrue on the anticipated excess inclusions in an amount sufficient to satisfy
the accrued taxes. The REMIC regulations explain that a significant purpose to
impede the assessment or collection of tax exists if the transferor, at the
time of the transfer, either knew or should have known that the transferee
would be unwilling or unable to pay taxes due on its share of the taxable
income of the REMIC. Under the REMIC regulations, a safe harbor is provided if
(1) the transferor conducted, at the time of the transfer, a reasonable
investigation of the financial condition of the transferee and found that the
transferee historically had paid its debts as they came due in the future, (2)
the transferee represents to the transferor that it understands that, as the
holder of the noneconomic residual interest, the transferee may incur tax
liabilities in excess of cash flows generated by the interest and that the
transferee intends to pay taxes associated with holding the residual interest
as they become due and (3) the transferee represents to the transferor that it
will not cause income from the REMIC Residual Certificate to be attributable to
a foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of the transferee or any other United States
person. Accordingly, all transfers of REMIC Residual Certificates that may
constitute noneconomic residual interests will be subject to certain
restrictions under the terms of the related pooling and servicing agreement
that are intended to reduce the possibility of any such transfer being
disregarded. Such restrictions will require each party to a transfer to provide
an affidavit to certify to the matters in the preceding sentence.
In addition to the three conditions set forth above, a fourth condition
must be satisfied in one of two alternative ways for the transferor to have a
"safe harbor" against ignoring the transfer. Either:
(a) the present value of the anticipated tax liabilities associated with
holding the noneconomic residual interest not exceed the sum of:
(i) the present value of any consideration given the transferee
to acquire the interest;
(ii) the present value of the expected future distributions on
the interest; and
(iii) the present value of the anticipated tax savings associated
with holding the interest as the REMIC generates losses.
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For purposes of the computations under this alternative, the transferee is
assumed to pay tax at the highest rate of tax specified in section 11(b)(1) of
the Code (currently 35%) or, in certain circumstances, the alternative minimum
tax rate. Further, present values are generally computed using a discount rate
equal to the short-term Federal rate set forth in section 1274(d) of the Code
for the month of the transfer and the compounding period used by the
transferee; or
(b) the following requirements are satisfied:
(i) the transferee is a domestic "C" corporation (other than a
corporation exempt from taxation of a regulated investment company or
real estate investment trust) that meets certain gross and net asset
tests (generally, $100 million of gross assets and $10 million of net
assets for the current year and the two preceding fiscal years);
(ii) the transferee agrees in writing that it will transfer the
residual interest only to a subsequent transferee that is an eligible
corporation and meets the requirements for a safe harbor transfer; and
(iii) the facts and circumstances known to the transferor on or
before the date of the transfer do not reasonably indicate that the
taxes associated with ownership of the residual interest will not be
paid by the transferee.
Prior to purchasing a REMIC Residual Certificate, prospective purchasers
should consider the possibility that a purported transfer of such REMIC
Residual Certificate by such a purchaser to another purchaser at some future
date may be disregarded in accordance with the above-described rules which
would result in the retention of tax liability by such purchaser. The related
prospectus supplement will disclose whether offered REMIC Residual Certificates
may be considered "noneconomic" residual interests under the REMIC Regulations;
provided, however, that any disclosure that a REMIC Residual Certificate will
not be considered "noneconomic" will be based upon certain assumptions, and the
depositor will make no representation that a REMIC Residual Certificate will
not be considered "noneconomic" for purposes of the above-described rules. See
"--Foreign Investors in REMIC Residual Certificates" below for additional
restrictions applicable to transfers of certain REMIC Residual Certificates to
foreign persons.
Mark-to-Market Rules. Section 475 provides a requirement that a securities
dealer mark-to-market securities held for sale to customers. Treasury
regulations provide that for purposes of this mark-to-market requirement, a
REMIC Residual Certificate is not treated as a security and thus cannot be
marked to market.
Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related
REMIC Residual Certificates. The applicable Treasury regulations indicate,
however, that in the case of a REMIC that is similar to a single class grantor
trust, all or a portion of such fees and expenses should be allocated to the
holders of the related REMIC Regular Certificates. Unless otherwise stated in
the related prospectus supplement, such fees and expenses will be allocated to
holders of the related REMIC Residual Certificates in their entirety and not to
the holders of the related REMIC Regular Certificates.
With respect to REMIC Residual Certificates or REMIC Regular Certificates
which receive an allocation of fees and expenses in accordance with the
preceding discussion, if any holder thereof is an individual, estate or trust,
or a certain "pass-through entity," an amount equal to these fees and expenses
will be added to the certificateholder's gross income and the certificateholder
will treat such fees and expenses as a miscellaneous itemized deduction subject
to the limitation of section 67 of the Code to the extent they exceed in the
aggregate two percent of a taxpayer's adjusted gross income. In addition,
section 68 of the Code provides that the amount of itemized deductions
otherwise allowable for an individual whose adjusted gross income exceeds a
specified amount will be reduced by the lesser of:
o 3% of the excess of the individual's adjusted gross income over such
amount; and
o 80% of the amount of itemized deductions otherwise allowable for the
taxable year.
However the section 68 reduction of allowable itemized deductions will be
phased out beginning in 2006 and eliminated after 2009.
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In determining the alternative minimum taxable income of such a holder of
a REMIC Certificate that is an individual, estate or trust, or a "pass-through
entity," beneficially owned by one or more individuals, estates or trusts, no
deduction will be allowed for such holder's allocable portion of servicing fees
and other miscellaneous itemized deductions of the REMIC, even though an amount
equal to the amount of such fees and other deductions will be included in such
holder's gross income. Accordingly, such REMIC Certificates may not be
appropriate investments for individuals, estates or trusts, or pass-through
entities beneficially owned by one or more individuals, estates or trusts. Such
prospective investors should carefully consult with their own tax advisors
prior to making an investment in such certificates.
Sales of REMIC Residual Certificates. If a REMIC Residual Certificate is
sold, the selling certificateholder will recognize gain or loss equal to the
difference between the amount realized on the sale and its adjusted basis in
the REMIC Residual Certificate. The adjusted basis of a REMIC Residual
Certificate will be determined as described under "--Basis Rules, Net Losses
and Distributions. In addition to reporting the taxable income of the REMIC, a
REMIC Residual Certificateholder will have taxable income to the extent that
any cash distribution to it from the REMIC exceeds the adjusted basis on that
distribution date. Income will be treated as gain from the sale or exchange of
the REMIC Residual Certificate. As a result, if the REMIC Residual
Certificateholder has an adjusted basis in its REMIC Residual Certificate
remaining when its interest in the REMIC terminates, and if it holds the REMIC
Residual Certificate as a capital asset under section 1221 of the Code, then it
will recognize a capital loss at that time in the amount of the remaining
adjusted basis.
Any gain on the sale of a REMIC Residual Certificate will be treated as
ordinary income: (1) if a REMIC Residual Certificate is held as part of a
"conversion transaction" as defined in section 1258(c) of the Code, up to the
amount of interest that would have accrued on the REMIC Residual
Certificateholder's net investment in the conversion transaction at 120% of the
appropriate applicable federal rate in effect at the time the taxpayer entered
into the transaction minus any amount previously treated as ordinary income
with respect to any prior disposition of property that was held as a part of
the transaction, or (2) in the case of a non-corporate taxpayer, to the extent
that taxpayer has made an election under section 163(d)(4) of the Code to have
net capital gains taxed as investment income at ordinary income rates.
In addition, gain or loss recognized from the sale of a REMIC Residual
Certificate by certain banks or thrift institutions will be treated as ordinary
income or loss pursuant to section 582(c) of the Code.
Except as may be provided in Treasury regulations yet to be issued, if the
seller of a REMIC Residual Certificate reacquires a REMIC Residual Certificate,
or acquires any other residual interest in a REMIC or any similar interest in a
"taxable mortgage pool" during the period beginning six months before, and
ending six months after, the date of such sale, such sale will be subject to
the "wash sale" rules of section 1091 of the Code. In that event, any loss
realized by the REMIC Residual Certificateholder on the sale will not be
deductible, but instead will be added to such REMIC Residual
Certificateholder's adjusted basis in the newly acquired asset.
Tax and Restrictions on Transfers of REMIC Residual Certificates to
Certain Organizations. If a REMIC Residual Certificate is transferred to a
"disqualified organization," a tax would be imposed in an amount equal to the
product of:
o the present value discounted using the "applicable Federal rate" of the
total anticipated excess inclusions with respect to such REMIC Residual
Certificate for periods after the transfer; and
o the highest marginal federal income tax rate applicable to corporations.
The anticipated excess inclusions must be determined as of the date that
the REMIC Residual Certificate is transferred and must be based on events that
have occurred up to the time of such transfer, the prepayment assumption,
required or permitted cleanup calls, or required liquidation provisions. Such a
tax generally would be imposed on the transferor of the REMIC Residual
Certificate, except that where such transfer is through an agent for a
disqualified organization, the tax would instead be imposed on such agent.
However, a transferor of a REMIC Residual Certificate would in no event be
liable for such tax with respect to a transfer if the transferee furnishes to
the transferor an affidavit that the transferee is not a disqualified
organization and, as of the time of the transfer, the transferor does not have
actual
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knowledge that such affidavit is false. Moreover, an entity will not qualify as
a REMIC unless there are reasonable arrangements designed to ensure that
residual interests are not held by disqualified organizations and information
necessary for the application of the tax are made available. Restrictions on
the transfer of REMIC Residual Certificates and certain other provisions that
are intended to meet this requirement will be included in each pooling and
servicing agreement, and will be discussed more fully in any prospectus
supplement relating to the offering of any REMIC Residual Certificate.
In addition, if a "pass-through entity" includes in income excess
inclusions with respect to a REMIC Residual Certificate, and disqualified
organization is the record holder of an interest in such entity, then a tax
will be imposed on such entity equal to the product of the amount of excess
inclusions allocable to the interest in the pass-through entity held by such
disqualified organization and the highest marginal federal income tax rate
imposed on corporations. A pass-through entity will not be subject to this tax
for any period, however, if each record holder of an interest in such
pass-through entity furnishes to such pass-through entity such holder's social
security number and a statement under penalty of perjury that such social
security number is that of the recordholder or a statement under penalty of
perjury that such record holder is not a disqualified organization.
For these purposes, a "disqualified organization" generally means:
o the United States, any State or political subdivision thereof, any
foreign government, any international organization, or any agency or
instrumentality of the foregoing (but would exclude as instrumentalities
entities not treated as instrumentalities under section 168(h)(2)(D) of
the Code or the Freddie Mac), or any organization (other than a
cooperative described in section 521 of the Code);
o any organization that is exempt from federal income tax, unless it is
subject to the tax imposed by section 511 of the Code; or
o any organization described in section 1381(a)(2)(C) of the Code.
For these purposes, a "pass-through entity" means any regulated investment
company, real estate investment trust, trust, partnership or certain other
entities described in section 860E(e)(6) of the Code. In addition, a person
holding an interest in a pass-through entity as a nominee for another person
will, with respect to such interest, be treated as a pass-through entity.
Foreign Investors in REMIC Residual Certificates. The REMIC Regulations
provide that the transfer of a REMIC Residual Certificate that has "tax
avoidance potential" to a "foreign person" will be disregarded for all federal
tax purposes. This rule appears intended to apply to a transferee who is not a
U.S. Person, unless that transferee's income is effectively connected with the
conduct of a trade or business within the United States. A REMIC Residual
Certificate is deemed to have tax avoidance potential unless, at the time of
the transfer:
(1) the future value of expected distributions equals at least 30% of the
anticipated excess inclusions after the transfer, and
(2) the transferor reasonably expects that the transferee will receive
sufficient distributions from the REMIC at or after the time at which the
excess inclusions accrue and prior to the end of the next succeeding taxable
year for the accumulated withholding tax liability to be paid.
If the non-U.S. Person transfers the REMIC Residual Certificate back to a
U.S. Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.
The prospectus supplement relating to the offered certificates of a series
may provide that a REMIC Residual Certificate may not be purchased by or
transferred to any person that is not a U.S. Person or may describe the
circumstances and restrictions pursuant to which a transfer may be made.
PROHIBITED TRANSACTIONS TAX AND OTHER TAXES
The Code imposes a tax on REMICs equal to 100% of the net income derived
from "prohibited transactions". In general, subject to certain specified
exceptions, a prohibited transaction means:
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o the disposition of a mortgage loan;
o the receipt of income from a source other than a mortgage loan or
certain other permitted investments;
o the receipt of compensation for services; or
o gain from the disposition of an asset purchased with the payments on
the mortgage loans for temporary investment pending distribution on the
REMIC Certificates.
It is not anticipated that the REMIC will engage in any prohibited
transactions in which it would recognize a material amount of net income.
In addition, certain contributions to a REMIC made after the day on which
the REMIC issues all of its interests could result in the imposition of a tax
on the REMIC equal to 100% of the value of the contributed property. The
pooling and servicing agreement will include provisions designed to prevent the
acceptance of any contributions that would be subject to such tax.
REMICs also are subject to federal income tax at the highest corporate
rate on "net income from foreclosure property," determined by reference to the
rules applicable to real estate investment trusts. "Net income from foreclosure
property" generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than
qualifying rents and other qualifying income for a real estate investment
trust. A REMIC may recognize "net income from foreclosure property" subject to
federal income tax if the Trustee or applicable servicer determines that the
recovery to certificateholders is likely to be greater on an after tax basis
than earning qualifying income that is not subject to tax.
Unless otherwise disclosed in the related prospectus supplement, it is not
anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.
Unless otherwise stated in the related prospectus supplement, and to the
extent permitted by then applicable laws, any tax on prohibited transactions,
contributions, "net income from foreclosure property" or state or local tax
imposed on the REMIC will be borne by the related servicer or trustee in any
case out of its own funds, if such tax arose out of a breach of such person's
obligations under the related pooling and servicing agreement and in respect of
compliance with applicable laws and regulations. Any such tax not borne by a
servicer or trustee will be charged against the related trust fund resulting in
a reduction in amounts payable to holders of the related REMIC Certificates.
TERMINATION
A REMIC will terminate immediately after the distribution date following
receipt by the REMIC of the final payment in respect of the mortgage loans or
upon a sale of the REMIC's assets following the adoption by the REMIC of a plan
of complete liquidation. The last distribution on a REMIC Regular Certificate
will be treated as a payment in retirement of a debt instrument. In the case of
a REMIC Residual Certificate, if the last distribution on such REMIC Residual
Certificate is less than the REMIC Residual Certificateholder's adjusted basis
in such REMIC Residual Certificate, such REMIC Residual Certificateholder
should be treated as realizing a loss equal to the amount of such difference.
Such loss may be treated as a capital loss and may be subject to the "wash
sale" rules of section 1091 of the Code.
REPORTING AND OTHER ADMINISTRATIVE MATTERS
Solely for purposes of the administrative provisions of the Code, the
REMIC will be treated as a partnership and REMIC Residual Certificateholders
will be treated as partners. Unless otherwise stated in the related prospectus
supplement, either the trustee or the servicer generally will hold at least a
nominal amount of REMIC Residual Certificates, will file REMIC federal income
tax returns on behalf of the related REMIC, and will be designated as and will
act as the "tax matters person" with respect to the REMIC in all respects.
As the tax matters person, the trustee or the servicer, as the case may
be, will, subject to certain notice requirements and various restrictions and
limitations, generally have the authority to act on behalf of the
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REMIC and the REMIC Residual Certificateholders in connection with the
administrative and judicial review of items of income, deduction, gain or loss
of the REMIC, as well as the REMIC's classification. REMIC Residual
Certificateholders will generally be required to report such REMIC items
consistently with their treatment on the related REMIC's tax return and may in
some circumstances be bound by a settlement agreement between the trustee or
the servicer, as the case may be, as tax matters person, and the IRS concerning
any such REMIC item. Adjustments made to the REMIC tax return may require a
REMIC Residual Certificateholder to make corresponding adjustments on its
return, and an audit of the REMIC's tax return, or the adjustments resulting
from such an audit, could result in an audit of a REMIC Residual
Certificateholder's return. No REMIC will be registered as a tax shelter
pursuant to section 6111 of the Code because it is not anticipated that any
REMIC will have a net loss for any of the first five taxable years of its
existence. Any person that holds a REMIC Residual Certificate as a nominee for
another person may be required to furnish to the related REMIC, in a manner to
be provided in Treasury regulations, the name and address of such person and
other information.
Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent to individual holders of REMIC Regular Certificates and
the IRS; holders of REMIC Regular Certificates that are corporations, trusts,
securities dealers and certain other non-individuals will be provided interest
and original issue discount income information and the information set forth in
the following paragraph upon request in accordance with the requirements of the
applicable regulations. The information must be provided by the later of 30
days after the end of the quarter for which the information was requested, or
two weeks after the receipt of the request. The REMIC must also comply with
rules requiring that information relating to be reported to the IRS. Reporting
with respect to the REMIC Residual Certificates, including income, excess,
inclusions, investment expenses and relevant information regarding
qualification of the REMIC's assets will be made as required under the Treasury
regulations, generally on a quarterly basis.
As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular
Certificate at the beginning of each accrual period. In addition, the reports
will include information required by regulations with respect to computing the
accrual of any market discount. Because exact computation of the accrual of
market discount on a constant yield method would require information relating
to the holder's purchase price that the REMIC may not have, such regulations
only require that information pertaining to the appropriate proportionate
method of accruing market discount be provided. See "--Taxation of Owners of
REMIC Regular Certificates--Market Discount."
The responsibility for complying with the foregoing reporting rules will
be borne by either the trustee or the servicer, unless otherwise stated in the
related prospectus supplement.
BACKUP WITHHOLDING WITH RESPECT TO REMIC CERTIFICATES
Payments of interest and principal, and proceeds from the sale of REMIC
Certificates, may be subject to the "backup withholding tax" at a rate of 28%
(increasing to 30% after 2010) unless the recipient of such payments is a U.S.
Person and provides IRS Form W-9 with the correct taxpayer identification
number; is a non-U.S. Person and provides IRS Form W-8BEN identifying the
non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or
can be treated as an exempt recipient within the meaning of Treasury
Regulations Section 1.6049-4(c)(1)(ii). Any amounts deducted and withheld from
a distribution to a recipient would be allowed as a credit against such
recipient's federal income tax. Information reporting requirements may also
apply regardless of whether withholding is required. Furthermore, certain
penalties may be imposed by the IRS on a recipient of payments that is required
to supply information but that does not do so in the proper manner.
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC ELECTION
IS MADE
GENERAL
Classification of Grantor Trust Funds. With respect to each series of
grantor trust certificates, counsel to the depositor will deliver its opinion
to the effect that, assuming compliance with the pooling
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and servicing agreement, the grantor trust fund will be classified as a grantor
trust under subpart E, part I of subchapter J of the Code and not as a
partnership or an association taxable as a corporation. Accordingly, each
holder of a grantor trust certificate generally will be treated as the owner of
an interest in the mortgage loans included in the grantor trust fund.
For purposes of the following discussion, a grantor trust certificate
represents an undivided equitable ownership interest in the principal of the
mortgage loans constituting the related grantor trust fund, together with
interest thereon at a pass-through rate, will be referred to as a "grantor
trust fractional interest certificate." A grantor trust certificate
representing ownership of all or a portion of the difference between interest
paid on the mortgage loans constituting the related grantor trust fund less
normal administration fees and any spread and interest paid to the holders of
grantor trust fractional interest certificates issued with respect to a grantor
trust fund will be referred to as a "grantor trust strip certificate." A
grantor trust strip certificate may also evidence a nominal ownership interest
in the principal of the mortgage loans constituting the related grantor trust
fund.
CHARACTERIZATION OF INVESTMENTS IN GRANTOR TRUST CERTIFICATES
Grantor Trust Fractional Interest Certificates. Except as discussed in the
related prospectus supplement, in the case of grantor trust fractional interest
certificates, counsel to the depositor will deliver an opinion that, in
general, grantor trust fractional interest certificates will represent
interests in:
o assets described in section 7701(a)(19)(C) of the Code;
o "obligation[s] which...[are] principally secured by an interest in real
property" within the meaning of section 860G(a)(3)(A) of the Code; and
o "real estate assets" within the meaning of section 856(c)(5)(B) of the
Code.
In addition, counsel to the depositor will deliver an opinion that
interest on grantor trust fractional interest certificates will to the same
extent be considered "interest on obligations secured by mortgages on real
property or on interests in real property" within the meaning of section
856(c)(3)(B) of the Code.
Grantor Trust Strip Certificates. Even if grantor trust strip certificates
evidence an interest in a grantor trust fund consisting of mortgage loans that
are assets described in section 7701(a)(19)(C) of the Code, "real estate
assets" within the meaning of section 856(c)(5)(B) of the Code, and the
interest on which is "interest on obligations secured by mortgages on real
property" within the meaning of section 856(c)(3)(B) of the Code, it is unclear
whether the grantor trust strip certificates, and the income they produce, will
be so characterized. Although the policies underlying such sections may suggest
that such characterization is appropriate, counsel to the depositor will not
deliver any opinion on the characterization of these certificates. Prospective
purchasers of grantor trust strip certificates should consult their tax
advisors regarding whether the grantor trust strip certificates, and the income
they produce, will be so characterized.
The grantor trust strip certificates will be "obligation[s] (including any
participation or certificate of beneficial ownership therein) which[are]
principally secured by an interest in real property" within the meaning of
section 860G(a)(3)(A) of the Code.
Taxation of Owners of Grantor Trust Fractional Interest
Certificates. Holders of a particular series of grantor trust fractional
interest certificates generally will be required to report on their federal
income tax returns their shares of the entire income from the mortgage loans
(including reasonable servicing fees and other expenses) and will be entitled
to deduct their shares of any such reasonable servicing fees and other
expenses. In some situations, the taxpayer's deduction may be subject to
itemized deduction limitations and be limited if the taxpayer is subject to the
corporate alternative minimum tax. For a more detailed discussion of these
limitations, see "--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Owners of REMIC Residual Certificates--Possible
Pass-Through of Miscellaneous Itemized Deductions".
Although it is not entirely clear, it appears that in transactions in
which multiple classes of grantor trust certificates are issued, such fees and
expenses should be allocated among the classes of grantor trust certificates
using a method that recognizes that each such class benefits from the related
services. In the
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absence of further guidance, it is intended to base information returns or
reports on a method that allocates such expenses among classes of grantor trust
certificates with respect to each period based on the distributions made to
each such class during that period.
The federal income tax treatment of grantor trust fractional interest
certificates of any series will depend on whether they are subject to the
"stripped bond" rules of section 1286 of the Code. Grantor trust fractional
interest certificates may be subject to those rules if a class of grantor trust
strip certificates is issued as part of the same series of Certificates or the
depositor or any of its affiliates retains a right to receive a specified
portion of the interest payable on a mortgage asset. Further, the IRS has ruled
that an unreasonably high servicing fee retained by a seller or servicer will
be treated as a retained ownership interest in mortgages that constitutes a
stripped coupon. For purposes of determining what constitutes reasonable
servicing fees for various types of mortgages the IRS has established certain
"safe harbors." The servicing fees paid with respect to the mortgage loans for
certain series of grantor trust certificates may be higher than the "safe
harbors" and, accordingly, may not constitute reasonable servicing
compensation. The related prospectus supplement will include information
regarding servicing fees paid to a servicer or their respective affiliates
necessary to determine whether the preceding "safe harbor" rules apply.
If Stripped Bond Rules Apply. If the stripped bond rules apply, each
grantor trust fractional interest certificate will be treated as having been
issued with "original issue discount" within the meaning of section 1273(a) of
the Code, subject, however, to the discussion below regarding the treatment of
certain stripped bonds as market discount bonds and de minimis market discount
discussion below. See "--Market Discount" below. Under the stripped bond rules,
the holder of a grantor trust fractional interest certificate will be required
to report "qualified stated interest" from its grantor trust fractional
interest certificate for each month, as such amounts are received or accrued
(based on the holder's method of accounting) and will be required to report an
amount equal to the original issue discount income that accrues on such
certificate in that month calculated under a constant yield method, in
accordance with the rules of the Code relating to original issue discount.
The original issue discount on a grantor trust fractional interest
certificate will be the excess of such certificate's stated redemption price
over its issue price. The issue price of a grantor trust fractional interest
certificate as to any purchaser will be equal to the price paid by such
purchaser for the grantor trust fractional interest certificate. The stated
redemption price of a grantor trust fractional interest certificate will be the
sum of all payments to be made on such certificate, other than "qualified
stated interest," and the certificate's share of reasonable servicing and other
expenses. See "--If Stripped Bond Rules Do Not Apply" below for a definition of
"qualified stated interest." In general, the amount of such income that accrues
in any month would equal the product of such holder's adjusted basis in such
grantor trust fractional interest certificate at the beginning of such month
(see "--Sales of Grantor Trust Certificates") and the yield of such grantor
trust fractional interest certificate to such holder. Such yield would be
computed at the rate that, if used to discount the holder's share of future
payments on the mortgage loans, would cause the present value of those future
payments to equal the price at which the holder purchased such certificate. In
computing yield under the stripped bond rules, a certificateholder's share of
future payments on the mortgage loans will not include any payments made in
respect of any spread or any other ownership interest in the mortgage loans
retained by the depositor, a servicer, or their respective affiliates, but will
include such certificateholder's share of any reasonable servicing fees and
other expenses.
With respect to certain categories of debt instruments, section 1272(a)(6)
of the Code requires the use of a reasonable prepayment assumption and conforms
to the prepayment assumption used in pricing the instrument. Regulations could
be adopted applying those provisions to the grantor trust fractional interest
certificates. It is unclear whether those provisions would be applicable to the
grantor trust fractional interest certificates or whether use of a reasonable
prepayment assumption may be required or permitted without reliance on these
rules. It is also uncertain, if a prepayment assumption is used, whether the
assumed prepayment rate would be determined based on conditions at the time of
the first sale of the grantor trust fractional interest certificate or, with
respect to any holder, at the time of purchase of the grantor trust fractional
interest certificate by that holder. Certificateholders are advised to consult
their
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own tax advisors concerning reporting original issue discount in general and,
in particular, whether a prepayment assumption should be used in reporting
original issue discount with respect to grantor trust fractional interest
certificates.
In the case of a grantor trust fractional interest certificate acquired at
a price equal to the principal amount of the mortgage loans allocable to such
certificate, the use of a prepayment assumption generally would not have any
significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a grantor trust fractional interest
certificate acquired at a discount or premium, the use of a reasonable
prepayment assumption would increase or decrease such yield, and thus
accelerate or decelerate, respectively, the reporting of income.
If a prepayment assumption is not used, then when a mortgage loan prepays
in full, the holder of a grantor trust fractional interest certificate acquired
at a discount or a premium generally will recognize income or loss, which under
amendments to the Code adopted in 1997 would be capital except to the extent of
any accrued market discount equal to the difference between the portion of the
prepaid principal amount of the mortgage loan that is allocable to such
certificate and the portion of the adjusted basis of such certificate that is
allocable to such certificateholder's interest in the mortgage loan. If a
prepayment assumption is used, although there is no guidance, logically that no
separate item of income or loss should be recognized upon a prepayment.
Instead, a prepayment should be treated as a partial payment of the stated
redemption price of the grantor trust fractional interest certificate and
accounted for under a method similar to that described for taking account of
original issue discount on REMIC Regular Certificates. See "--Federal Income
Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount." It is unclear whether any other
adjustments would be required to reflect differences between an assumed
prepayment rate and the actual rate of prepayments.
In the absence of statutory or administrative clarification, it is
currently intended to base information reports or returns to the IRS and
certificateholders in transactions subject to the stripped bond rules on a
prepayment assumption that will be disclosed in the related prospectus
supplement and on a constant yield computed using a representative initial
offering price for each class of certificates. However, neither the depositor
nor any other person will make any representation that the mortgage loans will
in fact prepay at a rate conforming to such stripped bond prepayment assumption
or any other rate and certificateholders should bear in mind that the use of a
representative initial offering price will mean that such information returns
or reports, even if otherwise accepted as accurate by the IRS, will in any
event be accurate only as to the initial certificateholders of each series who
bought at that price.
In light of the application of section 1286 of the Code, a beneficial
owner of a stripped bond generally will be required to compute accruals of
original issue discount based on its yield, possibly taking into account its
own prepayment assumption. The information necessary to perform the related
calculations for information reporting purposes, however, generally will not be
available to the trustee. Accordingly, any information reporting provided by
the trustee with respect to these stripped bonds, which information will be
based on pricing information as of the closing date, will largely fail to
reflect the accurate accruals of original issue discount for these
certificates. Prospective investors therefore should be aware that the timing
of accruals of original issue discount applicable to a stripped bond generally
will be different than that reported to holders and the IRS. Prospective
investors should consult their own tax advisors regarding their obligation to
compute and include in income the correct amount of original issue discount
accruals and any possible tax consequences to them if they should fail to do
so.
Under Treasury regulation section 1.1286-1(b), certain stripped bonds are
to be treated as market discount bonds and, accordingly, any purchaser of such
a bond is to account for any discount on the bond as market discount rather
than original issue discount. This treatment only applies, however, if
immediately after the most recent disposition of the bond by a person stripping
one or more coupons from the bond and disposing of the bond or coupon, there is
less than a de minimis amount of original issue discount or the annual stated
rate of interest payable on the original bond is no more than one percentage
point lower than the gross interest rate payable on the original mortgage loan
before subtracting any servicing fee or any stripped coupon. Original issue
discount or market discount on a grantor trust fractional interest certificate
are de minimis if less than 0.25% of the stated redemption price multiplied
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by the weighted average maturity of the mortgage loans. Original issue discount
or market discount of only a de minimis amount will be included in income in
the same manner as de minimis original issue discount and market discount
described in "--If Stripped Bond Rules Do Not Apply" and "--Market Discount."
If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a grantor
trust fractional interest certificate, the certificateholder will be required
to report its share of the interest income on the mortgage loans in accordance
with such certificateholder's normal method of accounting. The original issue
discount rules will apply to a grantor trust fractional interest certificate to
the extent it evidences an interest in mortgage loans issued with original
issue discount.
The original issue discount, if any, on the mortgage loans will equal the
difference between the stated redemption price of such mortgage loans and their
issue price. Under the OID Regulations, the stated redemption price is equal to
the total of all payments to be made on such mortgage loan other than
"qualified stated interest." "Qualified stated interest" generally includes
interest that is unconditionally payable at least annually at a single fixed
rate, at a "qualified floating rate" or at an "objective rate." In general, the
issue price of a mortgage loan will be the amount received by the borrower from
the lender under the terms of the mortgage loan, less any "points" paid by the
borrower, and the stated redemption price of a mortgage loan will equal its
principal amount, unless the mortgage loan provides for an initial below-market
rate of interest or the acceleration or the deferral of interest payments.
In the case of mortgage loans bearing adjustable or variable interest
rates, the related prospectus supplement will describe the manner in which such
rules will be applied with respect to those mortgage loans in preparing
information returns to the certificateholders and the IRS.
Notwithstanding the general definition of original issue discount,
original issue discount will be considered to be de minimis if such original
issue discount is less than 0.25% of the stated redemption price multiplied by
the weighted average maturity of the mortgage loan. For this purpose, the
weighted average maturity of the mortgage loan will be computed by multiplying
the number of full years from the issue date until such payment is expected to
be made by a fraction, the numerator of which is the amount of the payment and
the denominator of which is the stated redemption price of the mortgage loan.
Under the OID Regulations, original issue discount of only a de minimis amount
will generally be included in income as each payment of stated principal price
is made, based on the product of the total amount of such de minimis original
issue discount and a fraction, the numerator of which is the amount of each
such payment and the denominator of which is the outstanding stated principal
amount of the mortgage loan. The OID Regulations also permit a
certificateholder to elect to accrue de minimis original issue discount into
income currently based on a constant yield method. See "--Market Discount"
below.
If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based on a constant yield. The OID
Regulations suggest that no prepayment assumption is appropriate in computing
the yield on prepayable obligations issued with original issue discount. In the
absence of statutory or administrative clarification, it currently is not
intended to base information reports or returns to the IRS and
certificateholders on the use of a prepayment assumption in transactions not
subject to the stripped bond rules. However, section 1272(a)(6) of the Code may
require that a prepayment assumption be made in computing yield with respect to
all mortgage-backed securities. Certificateholders are advised to consult their
own tax advisors concerning whether a prepayment assumption should be used in
reporting original issue discount with respect to grantor trust fractional
interest certificates. Certificateholders should refer to the related
prospectus supplement with respect to each series to determine whether and in
what manner the original issue discount rules will apply to mortgage loans in
such series.
A purchaser of a grantor trust fractional interest certificate that
purchases such grantor trust fractional interest certificate at a cost less
than such certificate's allocable portion of the aggregate remaining stated
redemption price of the mortgage loans held in the related trust fund will also
be required to include in gross income such certificate's daily portions of any
original issue discount with respect to such mortgage loans. However, each such
daily portion will be reduced, if the cost of such grantor trust fractional
interest certificate to such purchaser is in excess of such certificate's
allocable
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portion of the aggregate "adjusted issue prices" of the mortgage loans held in
the related trust fund, approximately in proportion to the ratio such excess
bears to such certificate's allocable portion of the aggregate original issue
discount remaining to be accrued on such mortgage loans. The adjusted issue
price of a mortgage loan on any given day equals the sum of the adjusted issue
price of such mortgage loan at the beginning of the accrual period that
includes such day plus the daily portions of original issue discount for all
days during such accrual period prior to such day. The adjusted issue price of
a mortgage loan at the beginning of any accrual period will equal the issue
price of such mortgage loan, increased by the aggregate amount of original
issue discount with respect to such mortgage loan that accrued in prior accrual
periods, and reduced by the amount of any payments made on such mortgage loan
in prior accrual periods of amounts included in its stated redemption price.
The trustee or servicer, as applicable, will provide to any holder of a
grantor trust fractional interest certificate such information as such holder
may reasonably request from time to time with respect to original issue
discount accruing on grantor trust fractional interest certificates. See
"--Grantor Trust Reporting" below.
Market Discount. If the stripped bond rules do not apply to the grantor
trust fractional interest certificate, a certificateholder may be subject to
the market discount rules of sections 1276 through 1278 of the Code to the
extent an interest in a mortgage loan is considered to have been purchased at a
"market discount." If market discount is in excess of a de minimis amount, the
holder generally will be required to include in income in each month the amount
of such discount that has accrued through such month that has not previously
been included in income, but limited, in the case of the portion of such
discount that is allocable to any mortgage loan, to the payment of stated
redemption price on such mortgage loan that is received by or due to the trust
fund in that month. A certificateholder may elect to include market discount in
income currently as it accrues under a constant yield method rather than
including it on a deferred basis in accordance with the foregoing. If made,
such election will apply to all market discount bonds acquired by such
certificateholder during or after the first taxable year to which such election
applies. In addition, the OID Regulations would permit a certificateholder to
elect to accrue all interest, discount and premium in income as interest, based
on a constant yield method. If such an election were made with respect to a
mortgage loan with market discount, the certificateholder would be deemed to
have made an election to currently include market discount in income with
respect to all other debt instruments having market discount that such
certificateholder acquires during the taxable year of the election and
thereafter and, possibly, previously acquired instruments. Similarly, a
certificateholder that made this election for a certificate acquired at a
premium would be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
certificateholder owns or acquires. See "--Federal Income Tax Consequences for
REMIC Certificates--Taxation of Owners of REMIC Regular Certificates--Premium."
Each of these elections to accrue interest, discount and premium with respect
to a certificate on a constant yield method or as interest is irrevocable.
Section 1276(b)(3) of the Code authorized the Treasury Department to issue
regulations providing for the method for accruing market discount on debt
instruments where principal is payable in more than one installment. Until such
time as regulations are issued by the Treasury Department, certain rules
described in the Committee Report apply. For a more detailed discussion of the
treatment of market discount, see "--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Owners of REMIC Regular Certificates--Market
Discount".
Because the mortgage loans will provide for periodic payments of stated
redemption price, such discount may be required to be included in income at a
rate that is not significantly lower than the rate at which such discount would
be included in income if it were original issue discount. Market discount with
respect to mortgage loans generally will be considered to be de minimis if it
is less than 0.25% of the stated redemption price of the mortgage loans
multiplied by the number of full years to maturity remaining after the date of
its purchase. In interpreting a similar rule with respect to original issue
discount on obligations payable in installments, the OID Regulations refer to
the weighted average maturity of obligations, and it is likely that the same
rule will be applied with respect to market discount, presumably taking into
account the prepayment assumption used, if any. The effect of using a
prepayment assumption could be to accelerate the reporting of such discount
income. If market discount is treated as
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de minimis under the foregoing rule, it appears that actual discount would be
treated in a manner similar to original issue discount of a de minimis amount.
See "--If Stripped Bond Rules Do Not Apply." Further, under the rules described
in "--Federal Income Tax Consequences for REMIC Certificates--Taxation of
Owners of REMIC Regular Certificates--Market Discount," any discount that is
not original issue discount and exceeds a de minimis amount may require the
deferral of interest expense deductions attributable to accrued market discount
not yet includible in income, unless an election has been made to report market
discount currently as it accrues. This rule applies without regard to the
origination dates of the mortgage loans.
Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, that is, at a price in excess of their remaining
stated redemption price, such certificateholder may elect under section 171 of
the Code to amortize using a constant yield method. Amortizable premium is
treated as an offset to interest income on the related debt instrument, rather
than as a separate interest deduction.
It is unclear whether a prepayment assumption should be used in computing
amortization of premium allowable under section 171 of the Code. If premium is
not subject to amortization using a prepayment assumption and a mortgage loan
prepays in full, the holder of a grantor trust fractional interest certificate
acquired at a premium should recognize a loss, equal to the difference between
the portion of the prepaid principal amount of the mortgage loan that is
allocable to the certificate and the portion of the adjusted basis of the
certificate that is allocable to the mortgage loan. If a prepayment assumption
is used to amortize such premium, it appears that such a loss would be
unavailable. Instead, if a prepayment assumption is used, a prepayment should
be treated as a partial payment of the stated redemption price of the grantor
trust fractional interest certificate and accounted for under a method similar
to that described for taking account of original issue discount on REMIC
Regular Certificates. See "--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount." It is unclear whether any other adjustments would be required to
reflect differences between the prepayment assumption used, if any, and the
actual rate of prepayments.
Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of section 1286 of the Code will apply to the grantor trust strip
certificates. Except as described above in "--If Stripped Bond Rules Apply," no
regulations or published rulings under section 1286 of the Code have been
issued and some uncertainty exists as to how it will be applied to securities
such as the grantor trust strip certificates. Accordingly, holders of grantor
trust strip certificates should consult their own tax advisors concerning the
method to be used in reporting income or loss with respect to such
certificates.
The OID Regulations insofar as they describe the application of the
constant yield method, do not apply to instruments to which section 1272(a)(6)
applies, which may include grantor trust strip certificates as well as grantor
trust fractional interest certificates, although they provide general guidance
as to how the original issue discount sections of the Code will be applied. In
addition, the discussion below is subject to the discussion under "--Possible
Application of Contingent Payment Rules" below and assumes that the holder of a
grantor trust strip certificate will not own any grantor trust fractional
interest certificates.
Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the grantor trust strip
certificates based on a constant yield method. In effect, each holder of
grantor trust strip certificates would include as interest income in each month
an amount equal to the product of such holder's adjusted basis in such grantor
trust strip certificate at the beginning of such month and the yield of such
grantor trust strip certificate to such holder. Such yield would be calculated
based on the price paid for that grantor trust strip certificate by its holder
and the payments remaining to be made thereon at the time of the purchase, plus
an allocable portion of the servicing fees and expenses to be paid with respect
to the mortgage loans. See "--If Stripped Bond Rules Apply" above.
As noted above, section 1272(a)(6) of the Code requires that a prepayment
assumption be used in computing the accrual of original issue discount with
respect to certain categories of debt instruments, and that adjustments be made
in the amount and rate of accrual of such discount when prepayments do not
conform to such prepayment assumption. Regulations could be adopted applying
those provisions to the grantor trust strip certificates. It is unclear whether
those provisions would be applicable to the grantor trust strip certificates or
whether use of a prepayment assumption may be required or permitted in the
absence of such regulations. It is also uncertain, if a prepayment assumption
is used, whether the assumed
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prepayment rate would be determined based on conditions at the time of the
first sale of the grantor trust strip certificate or, with respect to any
subsequent holder, at the time of purchase of the grantor trust strip
certificate by that holder.
The accrual of income on the grantor trust strip certificates will be
significantly slower if a prepayment assumption is permitted to be made than if
yield is computed assuming no prepayments. In the absence of statutory or
administrative guidance, it is intended to base information returns or reports
to the IRS and certificateholders on the stripped bond prepayment assumption
disclosed in the related prospectus supplement and on a constant yield computed
using a representative initial offering price for each class of certificates.
However, neither the depositor nor any other person will make any
representation that the mortgage loans will in fact prepay at a rate conforming
to the stripped bond prepayment assumption. Prospective purchasers of the
grantor trust strip certificates should consult their own tax advisors
regarding the use of the stripped bond prepayment assumption.
It is unclear under what circumstances, if any, the prepayment of a
mortgage loan will give rise to a loss to the holder of a grantor trust strip
certificate. If a grantor trust strip certificate is treated as a single
instrument and the effect of prepayments is taken into account in computing
yield with respect to such grantor trust strip certificate, it appears that no
loss may be available as a result of any particular prepayment unless
prepayments occur at a rate faster than the stripped bond prepayment
assumption. However, if a grantor trust strip certificate is treated as an
interest in discrete mortgage loans, or if the stripped bond prepayment
assumption is not used, then when a mortgage loan is prepaid, the holder of a
grantor trust strip certificate should be able to recognize a loss equal to the
portion of the adjusted issue price of the grantor trust strip certificate that
is allocable to such mortgage loan. In addition, any loss may be treated as a
capital loss.
Possible Application of Contingent Payment Rules. The coupon stripping
rules' general treatment of stripped coupons is to regard them as newly issued
debt instruments in the hands of each purchaser. To the extent that payments on
the grantor trust strip certificates would cease if the mortgage loans were
prepaid in full, the grantor trust strip certificates could be considered to be
debt instruments providing for contingent payments. Under the OID Regulations,
debt instruments providing for contingent payments are not subject to the same
rules as debt instruments providing for non-contingent payments. Final
regulations have been promulgated with respect to contingent payment debt
instruments. However, these regulations do not specifically address the grantor
trust strip certificates or other securities subject to the stripped bond rules
of section 1286 of the Code. Certificateholders should consult their tax
advisors concerning the possible application of the contingent payment rules to
the grantor trust strip certificates.
Sales of Grantor Trust Certificates. Any gain or loss, equal to the
difference between the amount realized on the sale or exchange of a grantor
trust certificate and its adjusted basis, recognized on such sale or exchange
of a grantor trust certificate by an investor who holds such grantor trust
certificate as a capital asset, will be capital gain or loss, except to the
extent of accrued and unrecognized market discount, which will be treated as
ordinary income. The adjusted basis of a grantor trust certificate generally
will equal its cost, increased by any income reported by the seller and reduced
(but not below zero) by any previously reported losses, any amortized premium
and by any distributions with respect to such grantor.
Gain or loss from the sale of a grantor trust certificate may be partially
or wholly ordinary and not capital in certain circumstances. Gain attributable
to accrued and unrecognized market discount will be treated as ordinary income,
as will gain or loss recognized by banks and other financial institutions
subject to section 582(c) of the Code. Furthermore, a portion of any gain that
might otherwise be capital gain may be treated as ordinary income to the extent
that the grantor trust certificate is held as part of a "conversion
transaction" within the meaning of section 1258 of the Code. A conversion
transaction generally is one in which the taxpayer has taken two or more
positions in the same or similar property that reduce or eliminate market risk
and the taxpayer's return is substantially attributable to the time value of
money. The amount of gain realized in a conversion transaction that is
recharacterized as ordinary income generally will not exceed the amount of
interest that would have accrued on the taxpayer's net investment at 120% of
the appropriate "applicable Federal rate" at the time the taxpayer enters into
the conversion transaction, subject to appropriate reduction for prior
inclusion of interest and other ordinary income items from the transaction.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary income
108
rates rather than capital gains rates in order to include such net capital gain
in total net investment income for that taxable year, for purposes of the rule
that limits the deduction of interest on indebtedness incurred to purchase or
carry property held for investment to a taxpayer's net investment income.
Grantor Trust Reporting. As may be provided in the related prospectus
supplement, the trustee or servicer, as applicable, will furnish to each holder
of a grantor trust certificate, with each distribution, a statement setting
forth the amount of such distribution allocable to principal on the underlying
mortgage loans and to interest thereon at the related pass-through interest
rate. In addition, within a reasonable time after the end of each calendar
year, the trustee or servicer will furnish to each certificateholder during
such year such customary factual information as the depositor or the reporting
party deems necessary or desirable to enable holders of grantor trust
certificates to prepare their tax returns and will furnish comparable
information to the IRS as and when required by law to do so. Because the rules
for accruing discount and amortizing premium with respect to the grantor trust
certificates are uncertain in various respects, there is no assurance the IRS
will agree with the trustee's or servicer's information reports. Moreover, such
information reports, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial certificateholders that bought
their certificates at the representative initial offering price used in
preparing such reports.
Backup Withholding. In general, the rules described in "--Federal Income
Tax Consequences for REMIC Certificates--Taxation of Owners of REMIC Residual
Certificates" and "--Backup Withholding with Respect to REMIC Certificates"
will also apply to grantor trust certificates.
Foreign Investors. In general, the discussion with respect to REMIC
Regular Certificates in "--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Owners of REMIC Regular Certificates--Foreign
Investors in REMIC Regular Certificates" applies to grantor trust certificates
except that grantor trust certificates will, unless otherwise disclosed in the
related prospectus supplement, be eligible for exemption from United States
withholding tax, subject to the conditions described in such discussion, only
to the extent the related mortgage loans were originated after July 18, 1984.
However, to the extent the grantor trust certificate represents an interest in
real property (e.g., because of foreclosures), it would be treated as
representing a United States real property interest for United States federal
income tax purposes. This could result in withholding consequences to non-U.S.
certificateholders and potential U.S. taxation.
To the extent that interest on a grantor trust certificate would be exempt
under sections 871(h)(1) and 881(c) of the Code from United States withholding
tax, and the grantor trust certificate is not held in connection with a
certificateholder's trade or business in the United States, such grantor trust
certificate will not be subject to United States estate taxes in the estate of
a non-resident alien individual.
On June 20, 2002, the IRS published regulations which will, when
effective, and if finalized in their proposed form, establish a reporting
framework for interests in "widely held fixed investment trusts" that will
place the responsibility of reporting on the person in the ownership chain who
holds an interest for a beneficial owner. A widely-held fixed investment trust
is defined as an entity classified as a "trust" under Treasury regulation
section 301.7701-4(c), in which any interest is held by a middleman, which
includes, but is not limited to (i) a custodian of a person's account, (ii) a
nominee and (iii) a broker holding an interest for a customer in street name.
These regulations were proposed to be effective beginning January 1, 2004, but
such date has passed and the regulations have not been finalized. It is unclear
when, or if, these regulations will become final.
REPORTABLE TRANSACTIONS
Any holder of an offered certificate that reports any item or items of
income, gain, expense, or loss in respect of such certificate for tax purposes
in an amount that differs from the amount reported for book purposes by more
than $10 million, on a gross basis, in any taxable year may be subject to
certain disclosure requirements for "reportable transactions." Prospective
investors should consult their tax advisers concerning any possible tax return
disclosure obligation with respect to the offered certificates.
STATE AND OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described in "Material
Federal Income Tax Consequences," potential investors should consider the state
and local tax consequences of the
109
acquisition, ownership and disposition of the offered certificates. State and
local tax law may differ substantially from the corresponding federal tax law,
and the discussion above does not purport to describe any aspect of the tax
laws of any state or other jurisdiction. Therefore, prospective investors
should consult their own tax advisors with respect to the various tax
consequences of investments in the offered certificates.
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ERISA CONSIDERATIONS
GENERAL
ERISA and the Code impose certain requirements on retirement plans and
other employee benefit plans or arrangements, including individual retirement
accounts, individual retirement annuities, medical savings accounts, Keogh
plans, collective investment funds and separate and general accounts in which
such plans, accounts or arrangements are invested that are subject to the
fiduciary responsibility provisions of ERISA and Section 4975 of the Code (all
of which are referred to in this prospectus as "Plans"), and on persons who are
fiduciaries with respect to Plans, in connection with the investment of Plan
assets. Certain employee benefit plans, such as governmental plans (as defined
in ERISA Section 3(32)), and, if no election has been made under Section 410(d)
of the Code, church plans (as defined in Section 3(33) of ERISA) are not
subject to ERISA requirements. However, such plans may be subject to the
provisions of other applicable federal, state or local law (which may contain
restrictions substantially similar to those in ERISA and the Code).
ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and
the requirement that a Plan's investments be made in accordance with the
documents governing the Plan. In addition, ERISA and the Code prohibit a broad
range of transactions involving assets of a Plan and persons
("Parties-in-Interest") who have certain specified relationships to the Plan,
unless a statutory or administrative exemption is available. Certain
Parties-in-Interest that participate in a prohibited transaction may be subject
to an excise tax imposed pursuant to Section 4975 of the Code, unless a
statutory or administrative exemption is available. These prohibited
transactions generally are set forth in Section 406 of ERISA and Section 4975
of the Code.
Plan Asset Regulations. A Plan's investment in offered certificates may
cause the trust assets to be deemed "plan assets" of a Plan. Section 2510.3-101
of the regulations of the United States Department of Labor (the "DOL")
provides that when a Plan acquires an equity interest in an entity, the Plan's
assets include both such equity interest and an undivided interest in each of
the underlying assets of the entity, unless certain exceptions not applicable
to this discussion apply, or unless the equity participation in the entity by
"benefit plan investors" (defined to include Plans and certain employee benefit
plans not subject to ERISA, including foreign and governmental plans) is not
"significant." For this purpose, in general, equity participation in a trust
fund will be "significant" on any date if, immediately after the most recent
acquisition of any certificate, 25% or more of any class of certificates is
held by benefit plan investors (excluding for this calculation any person,
other than a benefit plan investor, who has discretionary authority or control,
or provides investment advice (direct or indirect) for a fee with respect to
the assets of the trust fund).
Any person who has discretionary authority or control respecting the
management or disposition of plan assets of a Plan, and any person who provides
investment advice with respect to such assets for a fee, will generally be a
fiduciary of the investing plan. If the trust assets constitute plan assets,
then any party exercising management or discretionary control regarding those
assets, such as a master servicer, a special servicer or any sub-servicer, may
be deemed to be a Plan "fiduciary" with respect to the investing Plan, and thus
subject to the fiduciary responsibility provisions and prohibited transaction
provisions of ERISA and the Code. In addition, if the trust assets constitute
plan assets, the purchase of certificates by a Plan, as well as the operation
of the trust fund, may constitute or involve a prohibited transaction under
ERISA and the Code.
PROHIBITED TRANSACTION EXEMPTIONS
Wachovia Corporation ("Wachovia") has received from the DOL an individual
prohibited transaction exemption (the "Exemption"), which generally exempts
from the application of the prohibited transaction provisions of sections
406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such
prohibited transactions pursuant to Section 4975(a) and (b) of the Code,
certain transactions, among others, relating to the servicing and operation of
mortgage pools and the purchase, sale and holding of mortgage pass-through
certificates underwritten by an underwriter, provided that certain conditions
set forth in the Exemption application are satisfied. For purposes of this
Section, "ERISA Considerations,"
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the term "underwriter" includes (i) Wachovia, (ii) any person directly or
indirectly, through one or more intermediaries, controlling, controlled by or
under common control with Wachovia, and (iii) any member of the underwriting
syndicate or selling group of which Wachovia or a person described in (ii) is a
manager or co-manager with respect to a class of certificates. See "Method of
Distribution."
The Exemption sets forth five general conditions which, among others, must
be satisfied for a transaction involving the purchase, sale and holding of
offered certificates by a Plan to be eligible for exemptive relief under the
Exemption:
First, the acquisition of offered certificates by a Plan must be on terms
that are at least as favorable to the Plan as they would be in an arm's-length
transaction with an unrelated party.
Second, the offered certificates at the time of acquisition by the Plan
must be rated in one of the four highest generic rating categories by Standard
& Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.
("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's"), or Fitch,
Inc. ("Fitch").
Third, the trustee cannot be an affiliate of any other member of the
Restricted Group other than an underwriter. The "Restricted Group" consists of
any underwriter, the depositor, the trustee, the master servicer, the special
servicer, any sub-servicer, the provider of any credit support and any obligor
with respect to mortgage assets (including mortgage loans underlying a CMBS not
issued by Fannie Mae, Freddie Mac, Farmer Mac or Ginnie Mae) constituting more
than 5% of the aggregate unamortized principal balance of the mortgage assets
in the related trust fund as of the date of initial issuance of the
certificates.
Fourth, the sum of all payments made to and retained by the underwriter(s)
in connection with the distribution or placement of certificates must represent
not more than reasonable compensation for underwriting or placing the
certificates; the sum of all payments made to and retained by the depositor
pursuant to the assignment of the mortgage assets to the related trust fund
must represent not more than the fair market value of such obligations; and the
sum of all payments made to and retained by the master servicer and any
sub-servicer must represent not more than reasonable compensation for such
person's services under the related pooling and servicing agreement and
reimbursement of such person's reasonable expenses in connection therewith.
Fifth, the investing Plan must be an accredited investor as defined in
Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under
the Securities Act of 1933, as amended.
In the event the obligations used to fund the trust fund have not all been
transferred to the trust fund on the closing date, additional obligations
meeting certain requirements as specified in the Exemption may be transferred
to the trust fund in exchange for the amounts credited to the Pre-Funding
Account during a period required by the Exemption, commencing on the closing
date and ending no later than the earliest to occur of: (i) the date the amount
on deposit in the Pre-Funding Account (as defined in the Exemption) is less
than the minimum dollar amount specified in the pooling and servicing
agreement; (ii) the date on which an event of default occurs under the pooling
and servicing agreement; or (iii) the date which is the later of three months
or 90 days after the closing date. In addition, the amount in the Pre-Funding
Account may not exceed 25% of the aggregate principal amount of the offered
certificates. Certain other conditions of the Exemption relating to pre-funding
accounts must also be met, in order for the exemption to apply. The prospectus
supplement will discuss whether pre-funding accounts will be used.
The Exemption also requires that the trust fund meet the following
requirements: (i) the trust fund must consist solely of assets of the type that
have been included in other investment pools; (ii) certificates in such other
investment pools must have been rated in one of the four highest categories of
Standard & Poor's, Moody's, or Fitch for at least one year prior to the Plan's
acquisition of certificates; and (iii) certificates in such other investment
pools must have been purchased by investors other than Plans for at least one
year prior to any Plan's acquisition of certificates.
The Exemption generally applies to mortgage loans such as the mortgage
loans to be included in any trust fund. It is not clear whether the Exemption
applies to participant directed plans as described in
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Section 404(c) of ERISA or plans that are subject to Section 4975 of the Code
but that are not subject to Title I of ERISA, such as certain Keogh plans and
certain individual retirement accounts. If mortgage loans are secured by
leasehold interests, each lease term must be at least 10 years longer than the
term of the relevant mortgage loan.
If the general conditions set forth in the Exemption are satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections
4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of
the Code) in connection with (i) the direct or indirect sale, exchange or
transfer of offered certificates acquired by a Plan upon issuance from the
depositor or underwriter when the depositor, underwriter, master servicer,
special servicer, sub-servicer, trustee, provider of credit support, or obligor
with respect to mortgage assets is a "Party in Interest" under ERISA with
respect to the investing Plan, (ii) the direct or indirect acquisition or
disposition in the secondary market of offered certificates by a Plan and (iii)
the holding of offered certificates by a Plan. However, no exemption is
provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of
ERISA for the acquisition or holding of a certificate on behalf of an "Excluded
Plan" by any person who has discretionary authority or renders investment
advice with respect to the assets of such Excluded Plan. For this purpose, an
Excluded Plan is a Plan sponsored by any member of the Restricted Group.
If certain specific conditions set forth in the Exemption are also
satisfied, the Exemption may provide relief from the restrictions imposed by
Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Sections
4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code to
an obligor acting as a fiduciary with respect to the investment of a Plan's
assets in the certificates (or such obligor's affiliate) only if, among other
requirements (i) such obligor (or its affiliate) is an obligor with respect to
5% percent or less of the fair market value of the assets contained in the
trust fund and is otherwise not a member of the Restricted Group, (ii) a Plan's
investment in certificates does not exceed 25% of all of the certificates
outstanding at the time of the acquisition, (iii) immediately after the
acquisition, no more than 25% of the assets of the Plan are invested in
certificates representing an interest in trusts (including the trust fund)
containing assets sold or serviced by the depositor or a servicer and (iv) in
the case of the acquisition of the certificates in connection with their
initial issuance, at least 50% of the certificates are acquired by persons
independent of the Restricted Group and at least 50% of the aggregate interest
in the trust fund is acquired by persons independent of the Restricted Group.
The Exemption also applies to transactions in connection with the
servicing, management and operation of the trust fund, provided that, in
addition to the general requirements described above, (a) such transactions are
carried out in accordance with the terms of a binding pooling and servicing
agreement, (b) the pooling and servicing agreement is provided to, or described
in all material respects in the prospectus or private placement memorandum
provided to, investing Plans before their purchase of certificates issued by
the trust fund and (c) the terms and conditions for the defeasance of a
mortgage obligation and substitution of a new mortgage obligation, as so
directed, have been approved by an NRSRO and do not result in any certificates
receiving a lower credit rating from the NRSRO than the current rating. The
pooling and servicing agreements will each be a "Pooling and Servicing
Agreement" as defined in the Exemption. Each pooling and servicing agreement
will provide that all transactions relating to the servicing, management and
operations of the trust fund must be carried out in accordance with the pooling
and servicing agreement.
The DOL has issued a Prohibited Transaction Class Exemption 95-60 (the
"Class Exemption"), which provides relief from the application of the
prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of
ERISA and Section 4975 of the Code for transactions in connection with the
servicing, management and operation of a trust in which an insurance company
general account has an interest as a result of its acquisition of certificates
issued by such trust, provided that certain conditions are satisfied. Insurance
company general accounts meeting the specified conditions may generally
purchase, in reliance on the Class Exemption, classes of certificates that do
not meet the requirements of the Exemption solely because they have not
received a rating at the time of the acquisition in one of the four highest
rating categories from Standard & Poor's, Moody's, or Fitch. In addition to the
foregoing Class Exemption, relief may be available to certain insurance company
general accounts, which support
113
policies issued by any insurer on or before December 31, 1998 to or for the
benefit of employee benefit plans, under regulations published by the DOL under
Section 401(c) of ERISA, that became applicable on July 5, 2001.
Any Plan fiduciary considering the purchase of certificates should consult
with its counsel with respect to the applicability of the Exemption and other
issues and determine on its own whether all conditions have been satisfied and
whether the certificates are an appropriate investment for a Plan under ERISA
and the Code (or, in the case of governmental plans or church plans, under
applicable federal, state or local law). The prospectus supplement will specify
the representations required by purchasers of certificates, but generally, each
purchaser using the assets of one or more Plans to purchase a certificate shall
be deemed to represent that each such Plan qualifies as an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D under the Securities Act
of 1933, and no Plan will be permitted to purchase or hold such certificates
unless such certificates are rated in one of the top four rating categories by
at least one rating agency at the time of such purchase, unless such Plan is an
insurance company general account that represents and warrants that it is
eligible for, and meets all of the requirements of, Sections I and III of
Prohibited Transaction Class Exemption 95-60. Each purchaser of classes of
certificates that are not rated at the time of purchase in one of the top four
rating categories by at least one rating agency shall be deemed to represent
that it is eligible for, and meets all of the requirements of, Sections I and
III of Prohibited Transaction Class Exemption 95-60. The prospectus supplement
with respect to a series of certificates may contain additional information
regarding the application of the Exemption or any other exemption, with respect
to the certificates offered thereby.
LEGAL INVESTMENT
If so specified in the related prospectus supplement, certain classes of
the offered certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended
("SMMEA"). Generally, the only classes of offered certificates which will
qualify as "mortgage related securities" will be those that (1) are rated in
one of the two highest rating categories by at least one nationally recognized
statistical rating organization and (2) are part of a series evidencing
interests in a trust fund consisting of loans originated by certain types of
originators specified in SMMEA and secured by first liens on real estate. The
appropriate characterization of those offered certificates not qualifying as
"mortgage related securities" for purposes of SMMEA ("Non-SMMEA Certificates")
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase such offered certificates, may be
subject to significant interpretive uncertainties. Accordingly, investors whose
investment activities are subject to investment laws and regulations,
regulatory capital requirements or review by regulatory authorities should
consult with their own legal advisors in determining whether and to what extent
the Non-SMMEA Certificates constitute legal investments for them.
Those classes of offered certificates qualifying as "mortgage related
securities" will constitute legal investments for persons, trusts,
corporations, partnerships, associations, business trusts and business entities
(including depository institutions, insurance companies, trustees and pension
funds) created pursuant to or existing under the laws of the United States or
of any state, including the District of Columbia and Puerto Rico, whose
authorized investments are subject to state regulation, to the same extent
that, under applicable law, obligations issued by or guaranteed as to principal
and interest by the United States or any of its agencies or instrumentalities
constitute legal investments for such entities.
Under SMMEA, a number of states enacted legislation, on or before the
October 3, 1991 cutoff for such enactments, limiting to various extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to
include, in relevant part, offered certificates satisfying the rating and
qualified originator requirements for "mortgage related securities," but
evidencing interests in a trust fund consisting, in whole or in part, of first
liens on one or more parcels of real estate upon which are located one or more
commercial structures, states were authorized to enact legislation, on or
before September 23, 2001, specifically referring to
114
Section 347 and prohibiting or restricting the purchase, holding or investment
by state-regulated entities in such types of offered certificates. Accordingly,
the investors affected by any state legislation overriding the preemptive
effect of SMMEA will be authorized to invest in offered certificates qualifying
as "mortgage related securities" only to the extent provided in that
legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the Office of the Comptroller of the Currency (the "OCC") has
amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for
their own account, without limitation as to a percentage of the bank's capital
and surplus (but subject to compliance with certain general standards in 12
C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information), certain "Type IV securities," defined in 12 C.F.R. Section
1.2(m) to include certain "commercial mortgage-related securities" and
"residential mortgage-related securities." As so defined, "commercial
mortgage-related security" and "residential mortgage-related security" mean, in
relevant part, "mortgage related security" within the meaning of SMMEA,
provided that, in the case of a "commercial mortgage-related security," it
"represents ownership of a promissory note or certificate of interest or
participation that is directly secured by a first lien on one or more parcels
of real estate upon which one or more commercial structures are located and
that is fully secured by interests in a pool of loans to numerous obligors." In
the absence of any rule or administrative interpretation by the OCC defining
the term "numerous obligors," no representation is made as to whether any of
the offered certificates will qualify as "commercial mortgage-related
securities," and thus as "Type IV securities," for investment by national
banks. The National Credit Union Administration (the "NCUA") has adopted rules,
codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in
"mortgage related securities," other than stripped mortgage related securities
(unless the credit union complies with the requirements of 12 C.F.R. Section
703.16 (e) for investing in those securities), residual interests in mortgage
related securities, and commercial mortgage related securities, subject to
compliance with general rules governing investment policies and practices;
however, credit unions approved for the NCUA's "investment pilot program" under
12 C.F.R. Section 703.19 may be able to invest in those prohibited forms of
securities, while "RegFlex credit unions" may invest in commercial mortgage
related securities under certain conditions pursuant to 12 C.F.R. Section
742.4(b)(2). The Office of Thrift Supervision (the "OTS") has issued Thrift
Bulletin 13a (December 1, 1998), "Management of Interest Rate Risk, Investment
Securities, and Derivatives Activities" and Thrift Bulletin 73a (December 18,
2001) "Investing in Complex Securities," which thrift institutions subject to
the jurisdiction of the OTS should consider before investing in any of the
offered certificates.
All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" (the "1998 Policy Statement")
of the Federal Financial Institutions Examination Council, which has been
adopted by the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, the OCC and the OTS, effective May 26, 1998, and
by the NCUA effective October 1, 1998. The 1998 Policy Statement sets forth
general guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.
Investors whose investment activities are subject to regulation by federal
and state authorities should review rules, policies and guidelines adopted from
time to time by those authorities before purchasing any offered certificates,
as certain classes may be deemed unsuitable investments, or may otherwise be
restricted, under those rules, policies or guidelines (in certain instances
irrespective of SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions
which may restrict or
115
prohibit investment in securities which are not "interest-bearing" or
"income-paying," and, with regard to any offered certificates issued in
book-entry form, provisions which may restrict or prohibit investments in
securities which are issued in book-entry form.
Except as to the status of certain classes of offered certificates as
"mortgage related securities," no representations are made as to the proper
characterization of the offered certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase offered certificates under
applicable legal investment restrictions. The uncertainties described above
(and any unfavorable future determinations concerning legal investment or
financial institution regulatory characteristics of the offered certificates)
may adversely affect the liquidity of the offered certificates.
Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements or
review by regulatory authorities should consult with their own legal advisors
in determining whether and to what extent the offered certificates constitute
legal investments or are subject to investment, capital or other restrictions
and, if applicable, whether SMMEA has been overridden in any jurisdiction
relevant to such investor.
METHOD OF DISTRIBUTION
The offered certificates offered by the prospectus and the related
prospectus supplements will be offered in series. The distribution of the
offered certificates may be effected from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices to be determined at the time of sale or at the time
of commitment therefor. The prospectus supplement for the offered certificates
of each series will, as to each class of such certificates, set forth the
method of the offering, either the initial public offering price or the method
by which the price at which the certificates of such class will be sold to the
public can be determined, any class or classes of offered certificates, or
portions thereof, that will be sold to affiliates of the depositor, the amount
of any underwriting discounts, concessions and commissions to underwriters, any
discounts or commissions to be allowed to dealers and the proceeds of the
offering to the depositor. If so specified in the prospectus supplement, the
offered certificates of a series will be distributed in a firm commitment
underwriting, subject to the terms and conditions of the underwriting
agreement, by Wachovia Capital Markets, LLC, acting as underwriter with other
underwriters, if any, named in the prospectus supplement. Alternatively, the
prospectus supplement may specify that offered certificates will be distributed
by Wachovia Capital Markets, LLC acting as agent. If Wachovia Capital Markets,
LLC acts as agent in the sale of offered certificates, Wachovia Capital
Markets, LLC will receive a selling commission with respect to such offered
certificates, depending on market conditions, expressed as a percentage of the
aggregate certificate balance or notional amount of such offered certificates
as of the date of issuance. The exact percentage for each series of
certificates will be disclosed in the prospectus supplement. To the extent that
Wachovia Capital Markets, LLC elects to purchase offered certificates as
principal, Wachovia Capital Markets, LLC may realize losses or profits based
upon the difference between its purchase price and the sales price. The
prospectus supplement with respect to any series offered other than through
underwriters will contain information regarding the nature of such offering and
any agreements to be entered into between the depositor or any affiliate of the
depositor and purchasers of offered certificates of such series.
This prospectus and prospectus supplements also may be used by the
depositor, Wachovia Capital Markets, LLC, an affiliate of the depositor, and
any other affiliate of the depositor when required under the federal securities
laws in connection with offers and sales of offered certificates in furtherance
of market-making activities in offered certificates. Wachovia Capital Markets,
LLC or any such other affiliate may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale or otherwise.
If so specified in a prospectus supplement, all or a portion of one or
more classes of the offered certificates identified in the prospectus
supplement may be retained or sold by the depositor either directly or
indirectly through an underwriter, including Wachovia Capital Markets, LLC to
one or more affiliates of the depositor. This prospectus and prospectus
supplements may be used by any such affiliate to resell offered certificates
publicly or privately to affiliated or unaffiliated parties either directly or
indirectly through an underwriter, including Wachovia Capital Markets, LLC.
116
The depositor will agree to indemnify Wachovia Capital Markets, LLC and
any underwriters and their respective controlling persons against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended, or will contribute to payments that any such person may be required to
make in respect thereof.
In the ordinary course of business, Wachovia Capital Markets, LLC and the
depositor may engage in various securities and financing transactions,
including repurchase agreements to provide interim financing of the depositor's
mortgage loans pending the sale of such mortgage loans or interests therein,
including the certificates.
The depositor anticipates that the offered certificates will be sold
primarily to institutional investors which may include affiliates of the
depositor. Purchasers of offered certificates, including dealers, may,
depending on the facts and circumstances of such purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with reoffers and sales by them of offered certificates.
Certificateholders should consult with their legal advisors in this regard
prior to any such reoffer or sale.
As to each series of certificates, only those classes rated in an
investment grade rating category by any rating agency will be offered hereby.
Any class of certificates not offered by this prospectus may be initially
retained by the depositor, and may be sold by the depositor at any time to one
or more institutional investors.
Underwriters or agents and their associates may be customers of (including
borrowers from), engage in transactions with, and/or perform services for the
depositor, its affiliates, and the trustee in the ordinary course of business.
LEGAL MATTERS
Unless otherwise specified in the prospectus supplement, certain legal
matters in connection with the certificates of each series, including certain
federal income tax consequences, will be passed upon for the depositor by
Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina.
FINANCIAL INFORMATION
A new trust fund will be formed with respect to each series of
certificates, and no trust fund will engage in any business activities or have
any assets or obligations prior to the issuance of the related series of
certificates. Accordingly, no financial statements with respect to any trust
fund will be included in this prospectus or in the prospectus supplement.
RATINGS
It is a condition to the issuance of any class of offered certificates
that they shall have been rated not lower than investment grade, that is, in
one of the four highest rating categories, by at least one rating agency.
Ratings on commercial mortgage pass-through certificates address the
likelihood of receipt by the holders thereof of all collections on the
underlying mortgage assets to which such holders are entitled. These ratings
address the structural, legal and issuer-related aspects associated with such
certificates, the nature of the underlying mortgage assets and the credit
quality of the guarantor, if any. Ratings on commercial mortgage pass-through
certificates do not represent any assessment of the likelihood of principal
prepayments by borrowers or of the degree by which such prepayments might
differ from those originally anticipated. As a result, certificateholders might
suffer a lower than anticipated yield, and, in addition, holders of Stripped
Interest Certificates in extreme cases might fail to recoup their initial
investments.
There can be no assurance that any rating agency not requested to rate the
offered certificates will not nonetheless issue a rating to any or all classes
thereof and, if so, what such rating or ratings would be. A rating assigned to
any class of offered certificates by a rating agency that has not been
requested by the depositor to do so may be lower than the rating assigned to a
class of offered certificates by one or more of the rating agencies that has
been requested by the depositor to rate the offered certificates.
117
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to qualification, revision or withdrawal at any time by the
assigning rating organization. Each security rating should be evaluated
independently of another security rating.
INDEX OF PRINCIPAL DEFINITIONS
"Accrual Certificates" means certificates which provide for distributions
of accrued interest thereon commencing only following the occurrence of certain
events, such as the retirement of one or more other classes of certificates of
such series.
"Accrued Certificate Interest" means, with respect to each class of
certificates and each distribution date, other than certain classes of Stripped
Interest Certificates and REMIC Residual certificates, the amount equal to the
interest accrued for a specified period (generally the period between
distribution dates) on the outstanding certificate balance of those
certificates immediately prior to such distribution date, at the applicable
pass-through rate, as described under "Distributions of Interest on the
Certificates" in this prospectus.
"Available Distribution Amount" means, for any series of certificates and
any distribution date, the total of all payments or other collections (or
advances in lieu thereof) on, under or in respect of the mortgage assets and
any other assets included in the related trust fund that are available for
distribution to the certificateholders of that series on that date. The
particular components of the Available Distribution Amount for any series on
each distribution date will be more specifically described in the prospectus
supplement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Constant Prepayment Rate" or "CPR" means a rate that represents an
assumed constant rate of prepayment each month (which is expressed on a per
annum basis) relative to the outstanding principal balance of a pool of
mortgage loans for the life of such mortgage loans.
"Cut-Off Date" means the date on which the ownership of the mortgage loans
of a related series of certificates and rights to payment thereon are deemed
transferred to the trust fund, as specified in the related prospectus
supplement.
"Debt Service Coverage Ratio" means, with respect to a mortgage loan at
any given time and as more fully set forth in the prospectus supplement, the
ratio of (i) the Net Operating Income of the mortgaged property for a
twelve-month period to (ii) the annualized scheduled payments on the mortgage
loan and on any other loan that is secured by a lien on the mortgaged property
prior to the lien of the mortgage.
"DTC" means The Depository Trust Company.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Farmer Mac" or "FAMC" means the Federal Agricultural Mortgage
Corporation.
"Loan-to-Value Ratio" means, as more fully set forth in the prospectus
supplement, the ratio (expressed as a percentage) of (i) the then outstanding
principal balance of the mortgage loan and the outstanding principal balance of
any loan secured by a lien on the mortgaged property prior to the lien of the
mortgage, to (ii) the value of the mortgaged property, which is generally its
fair market value determined in an appraisal obtained by the originator at the
origination of such loan.
"Net Operating Income" means, as more fully set forth in the prospectus
supplement and for any given period, the total operating revenues derived from
a mortgaged property, minus the total operating expenses incurred in respect of
the mortgaged property other than (i) non-cash items such as depreciation and
amortization, (ii) capital expenditures and (iii) debt service on loans
(including the mortgage loan) secured by liens on the mortgaged property.
"REMIC" means a "real estate mortgage investment conduit" under the Code.
"REMIC Certificate" means a certificate issued by a trust fund relating to
a series of certificate where an election is made to treat the trust fund as a
REMIC.
"REO Property" means any mortgaged property acquired on behalf of the
trust fund in respect of a defaulted mortgage loan through foreclosure, deed in
lieu of foreclosure or otherwise.
118
"SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.
"Standard Prepayment Assumption" or "SPA" means a rate that represents an
assumed variable rate of prepayment each month (which is expressed on a per
annum basis) relative to the then outstanding principal balance of a pool of
loans, with different prepayment assumptions often expressed as percentages of
SPA.
"Stripped Interest Certificates" means certificates which are entitled to
interest distributions with disproportionately small, nominal or no principal
distributions.
"Stripped Principal Certificates" means certificates which are entitled to
principal distributions with disproportionately small, nominal or no interest
distributions.
119
The file "WBCMT 2005-C21 Prospectus Annexes A1-7.xls", which is a
Microsoft Excel*, Version 5.0 spreadsheet, that provides in electronic format
certain information shown in Annexes A-1, A-2, A-3, A-4, A-5, A-6 and A-7. In
addition, the spreadsheet provides certain Mortgage Loan and Mortgaged Property
information contained in Annex A-1 and information detailing the changes in the
amount of monthly payments with regard to certain Mortgage Loans. As described
under "DESCRIPTION OF THE CERTIFICATES--Reports to Certificateholders;
Available Information" in this prospectus supplement, each month the Trustee
will make available through its internet website an electronic file in CMSA
format updating and supplementing the information contained in the "WBCMT
2005-C21 Prospectus Annexes A1-7.xls" file.
To open the file, insert the diskette into your floppy drive. Copy the
file "WBCMT 2005-C21 Prospectus Annexes A1-7.xls" to your hard drive or network
drive. Copy the file "WBCMT 2005-C21 Prospectus Annexes A1-7.xls" as you would
normally open any spreadsheet in Microsoft Excel. After the file is opened, a
securities law legend will be displayed. READ THE LEGEND CAREFULLY. To view the
data, see the worksheets labeled "Disclaimer", "A-1 Loan and Property Schedule"
or "A-2 Multifamily Data" or "A-3 Reserve Accounts" or "A-4 Commercial Tenant
Schedule" or "A-5 Crossed Collateralized Pool" or "A-6 FBI Office Building Loan
Payment Schedule" or "A-7 Abbott Laboratories Loan Payment Schedule",
respectively.
* Microsoft Excel is a registered trademark of Microsoft Corporation.
================================================================================
UNTIL DECEMBER , 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THE
OFFERED CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE
REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS IS IN ADDITION
TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
--------------------------------------------
TABLE OF CONTENTS
PAGE
------
PROSPECTUS SUPPLEMENT
SUMMARY OF PROSPECTUS SUPPLEMENT ........... S-5
OVERVIEW OF THE CERTIFICATES ............... S-6
THE PARTIES ................................ S-8
IMPORTANT DATES AND PERIODS ................ S-10
THE CERTIFICATES ........................... S-11
THE MORTGAGE LOANS ......................... S-32
RISK FACTORS ............................... S-46
DESCRIPTION OF THE MORTGAGE POOL ........... S-104
SERVICING OF THE MORTGAGE LOANS ............ S-223
DESCRIPTION OF THE CERTIFICATES ............ S-243
DESCRIPTION OF THE SWAP CONTRACTS .......... S-285
YIELD AND MATURITY CONSIDERATIONS. ......... S-289
USE OF PROCEEDS ............................ S-301
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES ............................. S-302
ERISA CONSIDERATIONS ....................... S-306
LEGAL INVESTMENT ........................... S-309
METHOD OF DISTRIBUTION ..................... S-310
LEGAL MATTERS .............................. S-311
RATINGS .................................... S-311
INDEX OF DEFINED TERMS ..................... S-313
ANNEX A-1 .................................. A-1
ANNEX A-2 .................................. A-2
ANNEX A-3 .................................. A-3
ANNEX A-4 .................................. A-4
ANNEX A-5 .................................. A-5
ANNEX A-6 .................................. A-6
ANNEX A-7 .................................. A-7
ANNEX B .................................... B-1
ANNEX C .................................... C-1
ANNEX D .................................... D-1
PROSPECTUS
ADDITIONAL INFORMATION ..................... 6
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE ................. 6
SUMMARY OF PROSPECTUS ...................... 7
RISK FACTORS ............................... 14
DESCRIPTION OF THE TRUST FUNDS ............. 34
YIELD CONSIDERATIONS ....................... 40
THE DEPOSITOR .............................. 45
USE OF PROCEEDS ............................ 45
DESCRIPTION OF THE CERTIFICATES ............ 46
DESCRIPTION OF THE POOLING AND
SERVICING AGREEMENTS ..................... 53
DESCRIPTION OF CREDIT SUPPORT .............. 67
CERTAIN LEGAL ASPECTS OF MORTGAGE
LOANS AND LEASES ......................... 69
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES ............................. 84
STATE AND OTHER TAX CONSEQUENCES ........... 109
ERISA CONSIDERATIONS ....................... 110
LEGAL INVESTMENT ........................... 113
METHOD OF DISTRIBUTION ..................... 115
LEGAL MATTERS .............................. 116
FINANCIAL INFORMATION ...................... 116
RATINGS .................................... 116
INDEX OF PRINCIPAL DEFINITIONS ............. 117
================================================================================
$2,997,189,000
(APPROXIMATE)
WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC.
(DEPOSITOR)
WACHOVIA BANK COMMERCIAL
MORTGAGE TRUST
COMMERCIAL MORTGAGE
PASS-THROUGH
CERTIFICATES SERIES 2005-C21
------------------------------------------------
PRELIMINARY PROSPECTUS SUPPLEMENT
------------------------------------------------
WACHOVIA SECURITIES
NOMURA
CITIGROUP
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK SECURITIES
GOLDMAN, SACHS & CO.
OCTOBER , 2005
================================================================================
